Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------All claims for indemnification under this Article V shall be asserted and resolved as follows: (a) Promptly after receipt In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted against or sought to be collected by a third party (an indemnified party under Section 10.2 "Asserted Liability"), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Asserted Liability, specifying the nature of such Asserted Liability and the amount or 10.3, of notice the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement final amount of such claim or threatened Proceeding, but demand) (the failure to notify "Claim Notice"); provided that no delay on the indemnifying party will not part of the Indemnified Party in giving any such Claim Notice shall relieve the indemnifying party Indemnifying Party of any liability that it may have to any indemnified party, except indemnification obligation hereunder unless (and then solely to the extent that that) the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds Indemnifying Party is materially prejudiced by such delay. The Indemnifying Party shall have 20 days (or less if the indemnified nature of the Asserted Liability requires) from its receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense and by counsel of its own choosing, which shall be reasonably satisfactory to the Indemnified Party, to defend against such Asserted Liability; provided that if, under applicable standards of professional conduct a conflict on any significant issue between the Indemnifying Party and any Indemnified Party exists in respect of such Asserted Liability, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of one additional counsel to be retained in order to resolve such conflict, promptly upon presentation by the Indemnified Party of invoices or other documentation evidencing such amounts to be reimbursed. If the Indemnifying Party undertakes to defend against such Asserted Liability, the Indemnifying Party shall control the investigation, defense and settlement thereof; provided that (i) the Indemnifying Party shall use its reasonable efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability, (ii) the Indemnified Party, prior to or during the period in which the Indemnifying Party assumes control of such matter, may take such reasonable actions as the Indemnified Party deems necessary to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnified Party's rights to defense and indemnification pursuant to this Agreement, and (iii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to any settlement which (A) imposes any Liabilities on the Indemnified Party (other than those Liabili- ties which the Indemnifying Party agrees to promptly pay or discharge), and (B) with respect to any non-monetary provision of such settlement, would be likely, in the Indemnified Party's reasonable judgment, to have an adverse effect on the business operations, assets, properties or prospects of Parent, the Company or the Retained Business (in the case of a Parent Indemnified Party), Spinco or the Spinco Business (in the case of a Spinco Indemnified Party), or such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability which the Indemnifying Party shall have undertaken to defend so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. If the Indemnifying Party undertakes to defend against such Asserted Liability, the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof. If the Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. If the Indemnifying Party does not undertake within the Notice Period to defend against such Asserted Liability, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but the Indemnified Party shall control the investigation, defense and settlement thereof (provided that the Indemnified Party may not settle any such Asserted Liability without obtaining the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld by the Indemnifying Party; provided that in the event that the Indemnifying Party is in material breach at such time of the provisions of this Section 5.4, then the Indemnified Party shall not be obligated to obtain such prior written consent of the Indemnifying Party) at the reasonable cost and expense of the Indemnifying Party (which shall be paid by the Indemnifying Party promptly upon presentation by the Indemnified Party of invoices or other documentation evidencing the amounts to be indemnified). The Indemnified Party and the Indemnifying Party agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or demand (subject to the confidentiality provisions of Section 7.5 hereof); provided that no party hereto shall be obligated to disclose any information which would result in the waiver of any attorney- client, attorney work product or other similar privileges, if the disclosure of such information would be materially prejudicial to such disclosing party's failure . The Indemnified Party and the Indemnifying Party and the Company and its employees also agree to give render to each other such noticeassistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand. (b) If any Proceeding referred In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to in Section 10.4(a) is brought against an indemnified party and be collected from it gives notice to the indemnifying party of the commencement of such Proceedingby a third party, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also Indemnified Party shall send a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification Claim Notice with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory claim to the indemnified party and, after notice Indemnifying Party. The Indemnifying Party shall have 20 days from the indemnifying party date such Claim Notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the indemnified party Indemnified Party's Claim Notice or claims for indemnification, setting forth in reasonable detail each of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationIndemnifying Party's objections thereto. If the indemnifying party assumes Indemnifying Party does not deliver such written notice of objection within such 20-day period, the defense Indemnifying Party shall be deemed to have accepted responsibility for the prompt payment of a Proceedingthe Indemnified Party's claims for indemnification, (i) and shall have no compromise or settlement further right to contest the validity of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consentindemnification claims. If the Indemnifying Party does deliver such written notice is given to an indemnifying party of objection within such 20-day period, the commencement of any Proceeding Indemnifying Party and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines Indemnified Party shall attempt in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it to resolve any such dispute within 30 days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within such 30-day period, then either the Indemnifying Party or its affiliates other than as a result of monetary damages for which it would the Indemnified Party shall be entitled free to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by pursue any determination of a Proceeding so defended or any compromise or settlement effected without its consent (remedies which may not be unreasonably withheld)available to such party under applicable Law.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its employees, officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there are one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound obligated hereunder to reimburse the indemnified party for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by any determination made such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such Proceeding proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any compromise other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or settlement effected alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party. (c) ’s stock ownership in Company. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoing, if an indemnified party determines no Holder shall be required to contribute, in good faith the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities giving rise to such indemnification obligation exceeds the amount of any damages that there is a reasonable probability that a Proceeding may materially adversely affect it such Holder has otherwise been required to pay by reason of such untrue or its affiliates other than as a result alleged untrue statement or omission or alleged omission. No person guilty of monetary damages for which it would fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party With respect to any indemnification claim made under Section 10.1, 10.2 or 10.310.3 hereof, subject to the last sentence of notice of the commencement of this Section 10.4, any Proceeding against it indemnifying party shall promptly, upon demand, reimburse any Indemnified Party for, as incurred, or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is pay any Losses and Related Expenses as to be made against which an indemnifying party under such Section, give notice has agreed to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure indemnity an Indemnified Party pursuant to this Article 10. The Indemnified Party shall promptly notify the indemnifying party will not relieve in writing the indemnifying party of any liability that it may have to known claim for payment of any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action Losses or the ability Related Expenses (regardless of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to provisos set forth in Section 10.4(a) is brought against an indemnified party and it gives notice 10.1). The Indemnified Party shall have the right to employ counsel of its choice reasonably satisfactory to the indemnifying party and conduct the defense and settlement relating to any Loss (regardless of the commencement provisos set forth in Sections 10.1 and 10.2) that is the subject of such Proceedingany cause of action or proceeding between or among Hallador, the Partnership or any LP Investor or any of its Indemnified Parties, on the one hand, and a third party, on the other hand (regardless of who is the Indemnified Party), and Hallador, the Partnership or the LP Investors, as the case may be, shall reasonably cooperate therewith, which costs and expenses shall be paid by the indemnifying party willupon demand therefor by the Indemnified Party. In addition, unless any indemnifying party shall indemnify and hold harmless the Indemnified Parties from any and all reasonable legal expenses incurred by the Indemnified Parties in connection with enforcing their rights to indemnity under this Article I as Related Expenses; provided, however, that, in the case of any claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless for indemnity (i) by the indemnifying party is also a party Partnership, any LP Investor or one of their Indemnified Parties pursuant to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateSection 10.1, or (ii) by the Partnership, Hallador, Production or one of their respective Indemnified Parties pursuant to Section 10.2 (in each case, the "Instituting Party") in respect of, in each case, a claim instigated by such Instituting Party (and not as a result of a claim made by any third party), it is agreed that if the indemnifying party fails to provide reasonable assurance to disputes any such claim for indemnity the indemnified party fees and expenses of its financial capacity to defend counsel employed by such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from Instituting Party need not be paid on demand by the indemnifying party until such time as either the dispute is resolved between the Instituting Party and the indemnifying party or an arbitral decision is obtained by the Instituting Party, (b) In the event of any payment, and only to the indemnified party of its election such extent, under this Section 10.4 to assume the defense of such Proceedingan Indemnified Party, the indemnifying party will notshall be subrogated to all of such Indemnified Party's rights in respect of such Losses and Related Expenses against any Person other than such Indemnified Party and its Affiliates and such Indemnified Party shall execute and deliver such instruments and take such other action as the indemnifying party shall reasonably request in order to effect such subrogation, as long as it diligently conducts such defenseall at the expense of the indemnifying party; provided, be liable to however, that the indemnified indemnifying party shall not interfere with any proceedings between the Indemnified Party and any third party. If payment is made by an indemnifying party under this Section 10 10.4 and the Indemnified Party subsequently recovers from a third party any Losses or Related Expenses for any fees of other counsel or any other expenses with respect to the defense of which such Proceedingpayment was made, such Indemnified Party shall receive in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If trust for the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement proceeds of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person recovery and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of promptly pay such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice proceeds to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- If a Reata Indemnitee or a Kyowa Indemnitee (aas the case may be, an “Indemnitee”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3wishes to seek indemnification hereunder, of notice such Indemnitee will inform the Party obligated to indemnify the Indemnitee hereunder (the “Indemnifying Party”) of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a Third Party claim is to be made against an indemnifying party under such Section, give notice giving rise to the indemnifying party of the commencement obligation to indemnify as soon as reasonably practicable after receiving Notice of such claim or threatened Proceeding, but Third Party claim. The Indemnifying Party will have the failure right to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that assume and control the defense of any such action or Third Party claim for which it is obligated to indemnify the ability Indemnitee under this Agreement. The Indemnitee will cooperate with the Indemnifying Party (and its insurer) as the Indemnifying Party may reasonably request, and at the sole cost and expense of the indemnifying party Indemnifying Party. The Indemnitee will have the right to obtain otherwise available insurance proceeds is materially prejudiced retain its own counsel, at the expense of the Indemnifying Party, if representation of such Indemnitee by the indemnified party's failure to give such notice. (b) If any Proceeding referred to counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differences in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement interests of such ProceedingIndemnitee and any other Party represented by such counsel. In all other cases, the indemnifying party will, unless Indemnitee will have the claim involves Taxes, be entitled right to participate in such Proceeding anddefense, subject to the extent Indemnifying Party’s control, using its own counsel at its own expense. The Indemnifying Party will have no obligation to indemnify any Indemnitee in connection with any settlement made without the Indemnifying Party’s prior written consent; provided, that it wishes the Indemnifying Party does not unreasonably withhold or delay any such written consent. The Indemnifying Party shall seek the prior written consent of the Indemnified Party for any settlement of a Third Party claim subject to indemnification hereunder (unless (isuch consent to not be unreasonably withheld, delayed or conditioned) if such settlement would materially diminish or materially adversely affect the indemnifying party is also a party to scope, exclusivity or duration of any intellectual property licensed under this Agreement, would require any payment by such Proceeding and Indemnified Party, would require an admission of legal wrongdoing in any way on the indemnified party determines in good faith that joint representation would be inappropriatepart of an Indemnified Party, or would effect an amendment of this Agreement (ii) otherwise, no such consent shall be required). If the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding Indemnifying Party does not assume and provide indemnification with respect to such Proceeding), to assume conduct the defense of such Proceeding with counsel satisfactory the Third Party claim as provided above, (a) the Indemnitee may defend against, and consent to the indemnified party and, after notice from the indemnifying party to the indemnified party entry of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel judgment or enter into any other expenses settlement with respect to the defense of such Proceedingclaim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, in each case subsequently incurred by or obtain any consent from, the indemnified party Indemnifying Party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partytherewith), and (Bb) the sole relief Indemnifying Party will remain responsible to indemnify the Indemnitee as provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partythis ARTICLE XIV. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly Each party indemnified under this Section 5.9 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure of the indemnified party to notify the indemnifying party will shall not relieve the indemnifying party of from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreements contained in this Section 5.9, except to the extent that unless the indemnifying party demonstrates that the defense of was materially prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party and party, it gives notice to shall notify the indemnifying party of the commencement of such Proceeding, thereof and the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)party, to assume the defense of such Proceeding thereof with counsel satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the indemnified party under this Section 10 5.9 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation; provided that each indemnified party shall have the right to employ separate counsel to represent it and assume its defense (in which case, the indemnifying party shall not represent it) if, in the reasonable judgment of such indemnified party, (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the indemnifying party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the indemnifying party. If any indemnified party employs such separate counsel it will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. If the indemnifying party so assumes the defense of a Proceedingthereof, (i) no compromise or it may not agree to any settlement of any such claims may be effected by claim or action as the result of which any remedy or relief, other than monetary damages for which the indemnifying party without the indemnified party's consent unless (A) there is no finding shall be responsible hereunder, shall be applied to or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) without the sole relief provided is monetary damages that are paid in full by prior written consent of the indemnified party. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoing, if costs thereof. If the indemnification provided for in this Section 5.9 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damages or its affiliates other than liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. In no event, however, shall a Holder of Registrable Securities be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damages or liability. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt If any Person to be indemnified under this Article XII has suffered or incurred any Losses with respect to which indemnification is to be sought hereunder, the indemnified party shall so notify the party from whom indemnification is sought promptly in writing describing such Losses, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Losses. If a claim or demand by a third party is made against an indemnified party or any action at law or suit in equity is instituted against an indemnified party by a third party (each claim, demand, action or suit by a third party, a "Third Party Claim"), and if an indemnified party intends to seek indemnity with respect thereto under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itthis Article XII, such indemnified party will, if a claim is to be made against an shall promptly notify the indemnifying party under in writing of such Section, give notice Third Party Claim setting forth such Third Party Claim in reasonable detail and tender to the indemnifying party the defense of such Third Party Claim. The failure of the commencement of such claim or threatened Proceeding, but the failure indemnified party to notify give the indemnifying party will prompt notice, to provide notice in the form required or tender the defense of a Third Party Claim as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified partyof its obligations under this Article XII, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives failure. For 30 days after receipt of such notice to the indemnifying party shall have the right but not the obligation to undertake the conduct and control, through counsel of its own choosing and at its own expense, of the commencement settlement or defense of such Proceedingany Third Party Claim, and the indemnified party shall cooperate with the indemnifying party willin connection therewith; provided, unless that if the claim involves Taxesindemnifying party elects to undertake the conduct and control of such settlement or defense, be entitled to then the indemnified party may participate in such Proceeding andsettlement or defense through counsel chosen by such indemnified party provided that the fees and expenses of such counsel shall be borne by such indemnified party; provided, further, that pending the indemnifying party's decision whether to exercise its right to undertake the extent that it wishes (unless (i) conduct and control of the settlement or defense of any Third Party Claim, the indemnified party shall undertake, conduct and control the settlement or defense thereof, through counsel of its own choosing. So long as the indemnifying party is also a party to reasonably contesting any such Proceeding and claim in good faith, the indemnified party determines in good faith that joint representation would be inappropriateshall not pay or settle 34 any such Third Party Claim. Notwithstanding the foregoing, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity shall have the right to defend pay or settle any such Proceeding and provide indemnification with respect Third Party Claim; provided, that in such event it shall waive any right to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from indemnity therefor by the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationparty. If the indemnifying party assumes does not notify the indemnified party within 30 days after the receipt of the indemnified party's notice of a claim of indemnity hereunder in connection with a Third Party Claim that it elects to undertake the settlement or defense thereof, the indemnified party shall have the right to conduct and control the defense thereof and to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall not, except with the consent of a Proceedingthe indemnified party, enter into any settlement or consent to entry of any judgment unless: (i) no compromise such settlement or judgment includes as an unconditional term thereof the giving by the person or persons asserting such claim to all indemnified parties an unconditional release from all liability with respect to such claim and (ii) the relief provided in connection with such settlement of such claims may be or judgment effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full satisfied entirely by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 10.2, 10.4, or (to the extent provided in the last sentence of Section 10.3, ) Section 10.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate participate, at the indemnifying party's sole expense, in such Proceeding andin a reasonable manner. Buyer shall have the sole right and power to settle or compromise any Proceeding with respect to which it is an indemnified party and Sellers shall be bound by such compromise or settlement and shall be obliged to indemnify Buyer, subject to the limitations of Section 10.5, except to the extent that it wishes (unless (i) Sellers can demonstrate through a clear preponderance of evidence, that the indemnifying party is also a party to such Proceeding claims which were alleged and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection settled and/or compromised were not with the defense scope of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified partySeller's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyindemnification obligations. (c) Notwithstanding Sellers and Buyer hereby consent to the foregoing, if an indemnified party determines non-exclusive jurisdiction of any court in good faith that there is a reasonable probability that which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification have under this Agreement, Agreement with respect to such Proceeding or the indemnified party may, by notice to the indemnifying partymatters alleged therein, and following agree that process may be served on all of them with respect to such a good faith attempt to consult with claim anywhere in the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)world.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was actually prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, which approval shall not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, which shall not be unreasonably withheld, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; any such settlement agreement shall contain a complete and (ii) the indemnified party will have no unconditional release from liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the each indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) . Notwithstanding the foregoing, if at any time an indemnified party determines shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7, the indemnifying party agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 30 business days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it accordance with such request prior to the date of settlement. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party; for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its affiliates other than counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in Parent. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to indemnification under this Section 9 (aan “Indemnified Party”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Section 9 except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 9 to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (a) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, and (ib) no compromise or settlement of such claims may be effected by any liabilities the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 9.2 or 10.3, 9.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of . In case any such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)may wish, to assume the defense thereof, subject to the provisions of such Proceeding this Section, with counsel reasonably satisfactory to the such indemnified party andparty, and after written notice from the indemnifying party to the such indemnified party of its the indemnifying party's election so to assume the defense of such Proceedingthereof, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the such indemnified party under this such Section 10 9.2 or 9.3 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the such indemnified party in connection with the defense of such Proceedingthereof, other than reasonable costs of investigation. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of such action with counsel reasonably satisfactory to the indemnified party; provided, however, that the fees and expenses of the indemnified party's counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) the named parties to such action (including any impleaded parties) include both the indemnified party and the indemnifying party and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). If the indemnifying party assumes elects to assume the defense of a Proceedingsuch action, (ia) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld) unless (Ai) there is no finding or admission of any violation of Legal Requirements law or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified party, party and (Bii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consentwritten consent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any Proceeding action and the indemnifying party it does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its the indemnifying party's election to assume the defense of such Proceedingthereof, the indemnifying party will shall be bound by any determination made in such Proceeding action or any compromise or settlement thereof effected by the indemnified party. (c) . Notwithstanding the foregoingforegoing provisions of this Section, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding an action may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementdamages, the such indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceedingaction, but the indemnifying party will shall not be bound by any determination of a Proceeding an action so defended or any compromise or settlement thereof effected without its written consent (which may shall not be unreasonably withheld). It is further agreed that (i) any amounts to which an indemnified party is entitled under this Article IX shall be paid by the indemnifying party upon request and (ii) upon its receipt of any amount paid by an indemnifying party pursuant to this Article IX the indemnified party shall deliver to the indemnifying party such documents as it may reasonably request assigning to the indemnifying party any and all rights the indemnified party may have against third parties with respect to the claim for which indemnification is being received.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an In the event any person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Company Indemnified Liabilities or Pixorial Indemnified Liabilities, as the case may be, the indemnified party under Section 10.2 or 10.3, of shall give written notice of the commencement of any Proceeding against it or of notice that to such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice effect to the indemnifying party promptly upon becoming aware thereof. In such event, the indemnifying party shall assume full control of the commencement of defense thereof and hire counsel (which counsel shall be reasonably satisfactory to the indemnified party) to defend any such demand, claim or threatened Proceedinglawsuit (provided, but however, that the failure to notify the indemnifying party will give such Notice shall not relieve the indemnifying party of any liability its obligations hereunder). The indemnified party shall be permitted to participate in such defense at its sole cost and expense, provided that it may if the indemnifying party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party shall have the right to any indemnified retain its own counsel at the cost and expense of the indemnifying party, except to . In the extent event that the indemnifying party demonstrates that shall fail to respond within 20 days after receipt of the notice from the indemnified party of any such demand, claim or lawsuit, then the indemnified party may retain counsel and conduct the defense of such action demand, claim or lawsuit, as it may in its sole discretion deem proper, at the ability sole cost and expense of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party advance of the commencement settlement or final adjudication thereof on a current basis within 30 days of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to receipt from the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from supporting documentation as the indemnifying party may reasonably request. The Company shall have the right to set off the Company Indemnified Liabilities against the Shares issuable pursuant to this Agreement and the Company’s common stock issuable pursuant to the indemnified party stock options provided for in the Consulting Agreement (the “Option Shares”). The obligations of its election Pixorial and A▇▇▇▇▇ pursuant to assume this Section 11 to indemnify the defense of such Proceeding, Company for the indemnifying party will not, as long as it diligently conducts such defense, Company Indemnified Liabilities shall be liable limited to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect Company’s right to the defense of set off such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made amounts against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding Shares and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyOption Shares. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, 10.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingparty; provided, in each case subsequently incurred by the however, that if there is more than one indemnified party in connection with the defense of such Proceedingparty, other than reasonable costs of investigation. If the indemnifying party assumes shall not be responsible for paying for more than one separate firm of attorneys to represent the defense indemnified parties, regardless of a Proceeding, (i) no compromise or settlement the number of such claims may be effected by the indemnified parties. The indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will shall have no liability with respect to any compromise or settlement of such claims any action effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (ai) Promptly after receipt by an indemnified party Party under Section 10.2 13(b), (c) or 10.3, (d) of a claim for Losses or notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party willParty shall, if a claim is to be made against an indemnifying party Party under such Section, give notice to the indemnifying party Party of the commencement of such claim. The failure of any indemnified Party to give notice of a claim or threatened Proceeding, but the failure to notify the indemnifying party will shall not relieve the indemnifying party Party of any liability that it may have to any indemnified party, its obligations under this Article 13 except to the extent that such failure materially prejudices the indemnifying Party. A claim for indemnification for any matter not involving a third-party demonstrates that claim may be asserted by notice to the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds Party from whom indemnification is materially prejudiced by the indemnified party's failure to give such noticesought. (bii) If any Proceeding referred to in Section 10.4(a13(g)(i) is brought against an indemnified party Party and it gives notice to the indemnifying party Party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party Party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party Party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party Party to the indemnified party Party of its election to assume the defense of such Proceeding, the indemnifying party will Party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 Article 13 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party Party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party Party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyParty, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Party, and (iiC) the indemnified party will Party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding consent and the indemnifying party does not, within ten days after (D) the indemnified party's notice Party is given, give notice to the indemnified party provided a full and unconditional release of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyliability. (ciii) Notwithstanding the foregoing, if an indemnified party Party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying partyParty, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will Party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt All claims for indemnification by a Buyer Indemnified Party or a Seller Indemnified Party (collectively, the “Indemnified Persons”) pursuant to this ARTICLE 6 shall be made in accordance with the provisions of this Agreement. (b) If a Third Party asserts that an indemnified party Indemnified Person is liable to such Third Party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to indemnification pursuant to this ARTICLE 6 (a “Third Party Claim”), then such Indemnified Person may make a claim for indemnification pursuant to this ARTICLE 6 and shall be reimbursed in accordance with the applicable provisions of this Agreement for any such Damages for which it is entitled to indemnification pursuant to this ARTICLE 6 (subject to the right of the indemnifying Party to dispute the Indemnified Person’s entitlement to indemnification under Section 10.2 the applicable terms of this Agreement). (c) The Indemnified Person shall give prompt written notification to Seller or 10.3Buyer, of notice as the case may be, of the commencement of any Proceeding against it relating to a Third Party Claim for which indemnification pursuant to this ARTICLE 6 may be sought; provided, however, that no delay on the part of the Indemnified Person in notifying Seller or Buyer, as the case may be, shall relieve Seller or Buyer, as the case may be, of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within thirty (30) days after delivery of such notification, Seller or Buyer, as the case may be, may, upon written notice that thereof to the Indemnified Person, assume control of the defense of such Proceeding has been Threatened against itprovided Seller or Buyer, such indemnified party willas the case may be, if a claim is to be made against an indemnifying party under such Section, give notice acknowledge(s) in writing to the indemnifying party Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such Proceeding constitute Damages for which the Indemnified Person shall be entitled to indemnification pursuant to this ARTICLE 6. If neither Seller nor Buyer, as the case may be, so assumes control of such defense, the Indemnified Person shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the commencement status of such Proceeding and the defense thereof. The Indemnified Person shall not agree to any settlement of such Proceeding without the prior written consent of Seller or Buyer, as the case may be, which shall not be unreasonably withheld. Neither Seller nor Buyer, as the case may be, shall agree to any settlement of such Proceeding without the prior written consent of the Indemnified Person, which shall not be unreasonably withheld. (d) A claim or threatened Proceedingfor indemnification for any matter not involving a Third Party Claim may be asserted by prompt written notice specifying the factual basis of that claim in reasonable detail to the Party from whom indemnification is sought; provided, but the however, that failure to so notify the indemnifying party will Party shall not relieve preclude the indemnifying party of indemnified Party from any liability that indemnification which it may have to any indemnified party, claim in accordance with this ARTICLE 6 except to the extent that the indemnifying party demonstrates that the defense of such action Party can demonstrate actual prejudice to its defenses or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriatecounterclaims or otherwise, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel increased or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than aggravated Damages as a result of monetary damages for which it would be entitled to indemnification under such failure. * Confidential Information indicated by [***] has been omitted from this Agreement, the indemnified party may, by notice to the indemnifying party, filing and following a good faith attempt to consult filed separately with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)Securities Exchange Commission.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice Indemnified Person of the commencement of any Proceeding against it or the discovery by an Indemnified Person of notice that such Proceeding has been Threatened against ita claim for Damages, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, Indemnified Person will give notice to the indemnifying party of the commencement Escrow Agent and Seller Representative of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party Escrow Agent and Seller Representative promptly will not relieve the indemnifying party Clayco shareholders of any liability that it they may have to any indemnified party, except Indemnified Person (subject to the provisions of Section 9.4). Such notice by an Indemnified Person will describe the claim in reasonable detail to the extent that such information is known by the indemnifying party demonstrates that Indemnified Person, will include copies of all available material written evidence thereof and will indicate the defense of such action or the ability estimated amount, if reasonably estimable, of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced Damages that have been or may be sustained by an Indemnified Person. The Escrow Agent shall promptly reimburse an Indemnified Person in accordance with the indemnified party's failure to give such noticeEscrow Agreement. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified In the event of a third-party and it gives notice to claim, the indemnifying party Seller Representative, on behalf of the commencement of such Proceeding, Clayco shareholders will have the indemnifying party will, unless the claim involves Taxes, be entitled right to participate in the defense of such Proceeding third-party claim and, to the extent that it wishes the Seller Representative elects (unless (i) the indemnifying party a Clayco shareholder is also a person against whom the third-party to such Proceeding claim is made and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, inappropriate or (ii) the indemnifying party Seller Representative fails to provide reasonable assurance to the indemnified party Indemnified Person of its the financial capacity to defend such Proceeding third-party claim and provide indemnification with respect to such Proceedingthird-party claim), to assume the defense of such Proceeding third-party claim with counsel satisfactory to the indemnified party and, after Indemnified Person. After notice from the indemnifying party Seller Representative to the indemnified party Indemnified Person of its the election to assume the defense of such Proceedingthird-party claim, the indemnifying party will Clayco shareholders shall not, as so long as it the Seller Representative diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 10 Article 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingthird-party claim, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such Proceedingthird-party claim, other than reasonable costs of investigation. If the indemnifying party Seller Representative assumes the defense of a Proceedingthird-party claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that third-party claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such third-party claims may be effected by the indemnifying party Seller Representative without the indemnified party's Indemnified Person’s prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements Requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyperson, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Clayco shareholders, and (iiC) the indemnified party will Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its prior written consent. If notice is given to an indemnifying party the Seller Representative of the commencement assertion of any Proceeding third-party claim and the indemnifying party Seller Representative does not, within ten (10) days after the indemnified party's Indemnified Person’s notice is given, give notice to the indemnified party Indemnified Person of its his election to assume the defense of such Proceedingthird-party claim, the indemnifying party Clayco shareholders will be bound by any determination made in such Proceeding third-party claim or any compromise or settlement effected by the indemnified partyIndemnified Person. (c) Notwithstanding the foregoing, if an indemnified party Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding third-party claim may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party Indemnified Person may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying partySeller Representative, assume the exclusive right to defend, compromise, compromise or settle such Proceedingthird-party claim, but the indemnifying party Clayco shareholders will not be bound by any determination of a Proceeding any third-party claim so defended for the purposes of this Agreement or any compromise or settlement effected without its with the prior written consent of the Seller Representative (which may not be unreasonably withheld). (d) The Seller Representative hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a third-party claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that process may be served on the Seller Representative with respect to such a claim anywhere in the world. (e) With respect to any third-party claim subject to indemnification under this Section 9.6: (i) both the Indemnified Person and the Clayco shareholders, as the case may be, shall keep the other party fully informed of the status of such third-party claim and any related Proceedings at all stages thereof where such person is not represented by his or her own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the property and adequate defense of any third-party claim. (f) The Escrow Agent shall promptly reimburse an Indemnified Person after receipt of the required notice in accordance with the Escrow Agreement.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 If any Indemnified Party has incurred or 10.3suffered or claims to have incurred or suffered, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability believes that it may incur or suffer, Losses for which it is or may be entitled to be indemnified, compensated, reimbursed or held harmless under this Article VIII, such Indemnified Party may deliver an Indemnity Claim Notice to the Stockholder Representative Committee, which shall (i) describe the general facts and circumstances on which the asserted Indemnity Claim is based, and (ii) contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential Losses that have arisen and may arise as a result of the matter referred to in such notice (the aggregate amount of such estimate, as it may be modified by such Indemnified Party in good faith from time to time, being referred to as the “Claimed Amount”), and the provisions in this Agreement on which the Indemnity Claim is based. (b) During the 30-day period commencing upon the delivery by an Indemnified Party to the Stockholder Representative Committee of an Indemnity Claim Notice (the “Dispute Period”), the Stockholder Representative Committee shall deliver to the Indemnified Party a written response (the “Response Notice”) in which the Stockholder Representative Committee: (i) agrees that the full Claimed Amount is owed to the Indemnified Party; (ii) agrees that part (but not all) of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnified Party; or (iii) asserts that no part of the Claimed Amount is owed to the Indemnified Party. Any part of the Claimed Amount that is not agreed by the Stockholder Representative Committee to be owed to the Indemnified Party pursuant to the Response Notice (or the entire Claimed Amount, if the Stockholder Representative Committee asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnified Party) shall be referred to as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnified Party to the Claimed Amount). If a Response Notice is not received by the Indemnified Party prior to the expiration of the Dispute Period, then the Stockholder Representative Committee shall be conclusively and irrevocably deemed to have agreed that the full Claimed Amount is owed to the Indemnified Party. (c) If the Stockholder Representative Committee delivers a Response Notice to the Indemnified Party agreeing that the full Claimed Amount with respect to an Indemnity Claim is owed to the Indemnified Party, or if the Stockholder Representative Committee does not deliver a Response Notice to the Indemnified Party during the Dispute Period, then, within three days following the earlier of the delivery of such Response Notice to the Indemnified Party or the expiration of the Dispute Period, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the full Claimed Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. (d) If the Stockholder Representative Committee delivers a Response Notice to the Indemnified Party during the Dispute Period agreeing that less than the full Claimed Amount with respect to an Indemnity Claim is owed to the Indemnified Party, then, within three days following the delivery of such Response Notice to the Indemnified Party, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the Agreed Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. In addition, if the Stockholder Representative Committee delivers a Response Notice to the Indemnified Party during the Dispute Period agreeing that less than the full Claimed Amount with respect to an Indemnity Claim is owed to the Indemnified Party, then the Stockholder Representative Committee and the Indemnified Party shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnified Party and the Stockholder Representative Committee resolve such dispute in writing, then their resolution of such dispute shall be binding on the Stockholder Representative Committee, the Non-Dissenting Holders and the Indemnified Party and a settlement agreement stipulating the amount owed to the Indemnified Party (the “Stipulated Amount”) shall be signed by the Indemnified Party and the Stockholder Representative Committee. Within three days after the execution of such settlement agreement, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the Stipulated Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. (e) If the Stockholder Representative Committee and the Indemnified Party are unable to resolve the dispute relating to any Contested Amount with respect to an Indemnity Claim during the 30-day period commencing upon the delivery of the Response Notice to the Indemnified Party, then either the Indemnified Party or the Stockholder Representative Committee may submit the contested portion of the indemnification claim to binding arbitration in San Francisco, California, accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. Arbitration will be conducted by one arbitrator, mutually selected by Acquiror and the Stockholder Representative Committee; provided, however, that if Acquiror and the Stockholder Representative Committee fail to mutually select an arbitrator within 15 Business Days after the contested portion of the indemnification claim is submitted to arbitration, then the arbitrator shall be selected by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The Parties agree to use commercially reasonable efforts to cause the arbitration hearing to be conducted within 75 days after the appointment of the arbitrator, and to use commercially reasonable efforts to cause the decision of the arbitrator to be furnished within 15 days after the conclusion of the arbitration hearing. The arbitrator’s authority shall be confined to: (A) whether the Indemnified Party is entitled to recover the Contested Amount (or a portion thereof), and the portion of the Contested Amount the Indemnified Party is entitled to recover; and (B) whether either party to the arbitration shall be required to bear and pay all or a portion of the other party’s attorneys’ fees and other expenses relating to the arbitration. The final decision of the arbitrator shall include the dollar amount of the award to the Indemnified Party, if any (the “Award Amount”), and shall be furnished to the Stockholder Representative Committee and the Indemnified Party in writing, shall constitute a conclusive determination of the issues in question, binding upon the Stockholder Representative Committee, the Non-Dissenting Holders and the Indemnified Party. Within three days following the receipt of the final award of the arbitrator setting forth the Award Amount, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the Award Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. (f) In the event of the assertion or commencement by any Person of any Third-Party Claim (whether against the Surviving Corporation, against Acquiror or against any other Person) with respect to which Acquiror determines that any Indemnified Party may be entitled to be held harmless, indemnified partyor reimbursed pursuant to this Article VIII, (a) Acquiror shall notify the Stockholder Representative Committee promptly after Acquiror receives written notice of such Third-Party Claim (it being understood that any failure by Acquiror to so promptly notify the Stockholder Representative Committee shall have no effect on an Indemnified Party’s ability to recover Damages pursuant to this Article VIII, except to the extent that the indemnifying party demonstrates that defense of such Third-Party Claim is materially prejudiced thereby), and (b) Acquiror shall proceed with the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice Third-Party Claim with counsel reasonably acceptable to the indemnifying party Stockholder Representative Committee. In connection with the defense of the commencement of any such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless Third-Party Claim: (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other all out-of-pocket expenses with respect relating to the defense of such ProceedingThird-Party Claim shall, in each case subsequently incurred subject to Section 8.3, be borne and paid exclusively out of the Holdback Amount through a permanent retention of such amounts by Acquiror; (ii) Acquiror shall not settle, adjust or compromise such Third-Party Claim without the indemnified party prior written consent of the Stockholder Representative Committee (which consent shall not be unreasonably withheld or delayed); and (iii) the Stockholder Representative Committee shall cooperate with Acquiror and shall be entitled to consult with Acquiror from time to time in connection with the defense or handling of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person Third-Party Claim with its own counsel and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without at its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyown expense. (cg) Notwithstanding Nothing in this Article VIII shall limit any rights of setoff or other similar rights that the foregoingStockholder Representative Committee, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended Acquiror or any compromise of the other Indemnified Parties may have at common law or settlement effected without its consent (which may not be unreasonably withheld)otherwise.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if Any Party making a claim is to be made against an indemnifying party under such Section, give notice to for indemnification hereunder shall promptly notify the indemnifying party of the commencement of such claim or threatened Proceedingin writing, but describing the claim in reasonable detail, the amount thereof, and the basis therefor; provided, that the failure to notify the indemnifying party will provide prompt notice shall not relieve the indemnifying party of any liability that it may have to any indemnified partyits indemnification obligations hereunder, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's failure to give such prompt notice. The Party from whom indemnification is sought shall respond to each such claim within thirty (30) days of receipt of such notice. (b) If any Proceeding referred to in Section 10.4(a) a claim for indemnification hereunder is brought against an indemnified based on a claim by a third party and it gives notice to the indemnifying party of the commencement of such Proceeding(a “Third Party Claim”), the indemnifying party willshall have the right to assume the entire control of the defense thereof, unless the claim involves Taxesat its own expense, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance including employment of counsel reasonably satisfactory to the indemnified party of its financial capacity by providing written notice to defend such Proceeding and provide the Party seeking indemnification with respect to such Proceeding), to that it will assume the defense of such Proceeding claim within fifteen (15) Business Days of receipt of notice by the Party seeking indemnification, and, in connection therewith, the Party claiming indemnification shall cooperate fully with counsel satisfactory the indemnifying party and make available to the indemnifying party all pertinent information under its control; provided, that the indemnified party and, after notice from may participate in any proceeding with counsel of its choice at its expense (except that the expense of such counsel shall be at the expense of the indemnifying party to if the indemnifying party and the indemnified party are both named parties to the proceedings and the indemnified party reasonably concludes that representation of its election both parties by the same counsel would be inappropriate due to assume actual or potential differing interests between them). Notwithstanding the defense of such Proceedingforegoing, the indemnifying party will not, as long as it diligently conducts shall not be entitled to assume control of such defense, be liable defense and shall pay the reasonable fees and expenses of counsel (reasonably acceptable to the indemnifying party) retained by the indemnified party under this Section 10 if (i) the claim for indemnification relates to or arises in connection with any fees of other counsel criminal proceeding, action, indictment, allegations or any other expenses investigation; (ii) the claim seeks an injunction or equitable relief against the indemnified party; (iii) the indemnified party reasonably believes an adverse determination with respect to the defense action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would have a material adverse effect on the business, financial condition, results of operations, properties, assets or liabilities of the Business, (iv) the indemnifying party failed or is failing to vigorously prosecute or defend such Proceedingclaim or (v) the Third Party Claim, individually or in each case subsequently incurred by the aggregate with any other claim, is for Losses in excess of the amounts available for indemnification pursuant to this Article 6 and the indemnified party reasonably believes that its potential liability for such Losses is likely to be in connection with the defense of such Proceeding, other than reasonable costs of investigationexcess thereof. If the indemnifying party assumes the defense of a Proceedingthe Third Party Claim, such indemnifying party shall not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the indemnified party unless (i) no compromise the judgment or settlement provides solely for the payment of such claims may be effected money by the indemnifying party without Sellers and the indemnified party's consent unless (A) there is no finding or Sellers’ Guarantors and does not entail any admission of any violation liability on the part of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnifying party makes such payment in full and (iii) the indemnified party will have no liability receives an unconditional release, reasonably acceptable to the indemnified party, from all Losses with respect to such Third Party Claim. The Parties shall act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claims, and cooperate in any compromise such defense. Any settlement or settlement resolution of such claims effected without its consent. If notice is given to an indemnifying a Third Party Claim contemplated by the indemnified party of the commencement of any Proceeding and if the indemnifying party does not, within ten days after the indemnified party's notice has not or is given, give notice to the indemnified party of its election not entitled to assume the defense of such Proceedingclaim, shall not be concluded without the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result prior written approval of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may approval shall not be unreasonably withheld), delayed or conditioned.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt The following shall apply with respect to all Claims by an indemnified party under Section 10.2 indemnitee for indemnification (“Claims”) pursuant to this Article 10: a. The indemnitee shall give the indemnitor prompt notice (the “Indemnification Notice”) of any Claim or 10.3potential liability, of notice or of the commencement of by any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying third party of any liability action or proceeding, with respect to which such indemnitee seeks indemnification; provided, however, that it may have the failure of the indemnitee to give the Indemnification Notice to the indemnitor with respect to any indemnified partyClaim shall not impair any of the rights or benefits of such indemnitee, except to the extent that such failure materially and adversely affects the indemnifying party demonstrates ability of the indemnitor to defend such Claim or increases the amount of such liability. The Indemnification Notice shall describe the Claim in reasonable detail. b. The indemnitor shall have the right to control the defense of any Claim at its own expense and by its own counsel. The indemnitee shall have the right to participate therein, and shall have the right to employ its own counsel which shall be at its sole expense unless the indemnitee shall reasonably conclude, based upon an opinion of its counsel, that (i) there is a conflict of interest between the indemnitor and the indemnitee in the conduct of the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, Claim or (ii) the indemnifying party fails to provide reasonable assurance there are specific defenses available to the indemnified party of its financial capacity indemnitee which are different from or additional to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory those available to the indemnified party and, after notice from the indemnifying party indemnitor which may create a conflict of interest such that it would be inappropriate for counsel to the indemnified party of its election indemnitor to assume represent the defense of such Proceedingindemnitee, in which event, the indemnifying party will notindemnitor shall pay the reasonable fees and disbursements of counsel to each of the indemnitor and the indemnitee; provided, as long as it diligently conducts such defensehowever, that the indemnitor shall not be liable to responsible for the indemnified party under this Section 10 for any fees of other more than one counsel for all indemnitees. c. Notwithstanding the foregoing, neither the indemnitor nor the indemnitee may settle or compromise any other expenses with respect to the defense of such ProceedingClaim (provided, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedinghowever, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims that either Indemnitor may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) do so if the sole relief provided payable to a third party in respect of such Claim is monetary damages that are paid in full by the indemnifying party; Party settling or compromising such claim, the settlement includes as an unconditional term thereof the release by the claimant or the plaintiff if the indemnitee and (ii) the indemnified party will have no its Affiliates from all liability with in respect to any compromise or settlement of such claims effected without its consent. If notice is given to claim and the settlement shall not require an indemnifying party admission of liability and shall otherwise be confidential) over the objection of the commencement of any Proceeding and the indemnifying party does notother; provided, within ten days after the indemnified party's notice is givenhowever, give notice that consent to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding settlement or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may shall not be unreasonably withheld). d. The indemnitee shall cooperate at the expense of the indemnitor in the defense of any Claim and shall make available to the indemnitor any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the receipt of appropriate confidentiality agreements.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party party, under Section 10.2 3.9(a) or 10.33.9(b), of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such the indemnified party willshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to any of these Sections; but the indemnifying party of the commencement omission of such claim or threatened Proceeding, but the failure to notify the indemnifying party will notice shall not relieve the indemnifying party of any from liability that which it may have to any the indemnified partyparty under this Section 3.9, except to the extent that the indemnifying party demonstrates that the defense of is actually prejudiced by such action or the ability of failure to give notice and shall not relieve the indemnifying party from any liability which it may have to obtain any indemnified party otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If than under this Section 3.9. In case any Proceeding referred to in Section 10.4(a) action is brought against an the indemnified party and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding andin, and to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)chooses, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party andparty, and after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingthat it so chooses, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingthereof; provided however, other than reasonable costs of investigation. If that (i) if the indemnifying party assumes fails to take reasonable steps necessary to defend diligently the defense of claim within 20 days after receiving notice from the indemnified party that the indemnified party believes it has failed to do so, or (ii) if the indemnified party who is a Proceeding, (i) no compromise defendant in any action or settlement of such claims may be effected by proceeding which is also brought against the indemnifying party without the indemnified party's consent unless (A) reasonably shall have concluded that there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice legal defenses available to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice are not available to the indemnifying party, and following a good faith attempt to consult with or (iii) if representation of both parties by the indemnifying partysame counsel is otherwise inappropriate under applicable standards of professional conduct, assume the exclusive indemnified party shall have the right to defendassume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, compromise, except to the extent any indemnified party or settle parties reasonably shall have concluded that there may be legal defenses available to such Proceeding, but party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the indemnifying party will not shall be bound by liable for any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)expenses therefor.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an 9.3.1. In the event any person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Buyer Indemnified Liabilities or Seller Indemnified Liabilities, as the case may be, the indemnified party under Section 10.2 or 10.3, of shall give written notice of the commencement of any Proceeding against it or of notice that to such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice effect to the indemnifying party promptly upon becoming aware thereof. In such event, the indemnifying party shall assume full control of the commencement of defense thereof and hire counsel (which counsel shall be reasonably satisfactory to the indemnified party) to defend any such demand, claim or threatened Proceedinglawsuit (provided, but however, that the failure to notify the indemnifying party will give such Notice shall not relieve the indemnifying party of its obligations hereunder). The indemnified party shall be permitted to participate in such defense at its sole cost and expense, provided that if the indemnifying party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party shall have the right to retain its own counsel at the cost and expense of the indemnifying party. In the event that the indemnifying party shall fail to respond within twenty (20) days after receipt of the notice from the indemnified party of any liability that such demand, claim or lawsuit, then the indemnified party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may have in its sole discretion deem proper, at the sole cost and expense of the indemnifying party. 9.3.2. With regard to any claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid in advance of settlement or final adjudication thereof on a current basis within 30 days of receipt from the indemnified party, except to party of such supporting documentation as the indemnifying party may reasonably request. To the extent that the indemnifying party demonstrates that Seller fails to indemnify the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If Buyer for any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such ProceedingBuyer Indemnified Liabilities, the indemnifying party will, unless Buyer shall have the claim involves Taxes, be entitled right to participate in such Proceeding and, to set off the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made Buyer Indemnified Liabilities against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partySeries A Preferred. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt If any Indemnitee determines that it is or may be entitled to indemnification by an indemnified party under Section 10.2 or 10.3any Indemnifying Party (other than in connection with any Third Party Claim), of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice Indemnitee will deliver to the indemnifying party of the commencement of such claim or threatened ProceedingIndemnifying Party a written notice specifying, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that reasonably practicable, the indemnifying party demonstrates that basis for its claim for indemnification and the defense amount for which the Indemnitee reasonably believes it is entitled to be indemnified. Within 60 calendar days after receipt of such action notice, the Indemnifying Party will pay the Indemnitee such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the ability amount by written notice setting forth the grounds therefor within such 60 calendar day period. If the Indemnifying Party does not give the Indemnified Party written notice objecting to such indemnity claim and setting forth the grounds therefor within 60 calendar days after receipt of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice, the Indemnifying Party will be deemed to have acknowledged its liability for such claim and the Indemnitee may exercise any and all of its rights under applicable law to collect such amount. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives Indemnitee receives notice to the indemnifying party of the commencement assertion of any Third-Party Claim with respect to which an Indemnifying Party is obligated under this Agreement to provide indemnification, such Indemnitee will give such Indemnifying Party notice thereof promptly after becoming aware of such ProceedingThird-Party Claim; provided, however, that the indemnifying party willfailure of any Indemnitee to give such notice will not relieve any Indemnifying Party of its obligations under this Article IV, unless the claim involves Taxes, be entitled to participate in such Proceeding and, except to the extent that it wishes such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice will describe such Third-Party Claim in reasonable detail and, if practicable, will indicate the estimated amount of the Indemnifiable Loss that has been or may be sustained by such Indemnitee. (unless c) An Indemnifying Party, at such Indemnifying Party's own expense and through counsel chosen by such Indemnifying Party (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would which counsel shall be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance reasonably satisfactory to the indemnified party Indemnitee), may elect to defend any Third-Party Claim. If an Indemnifying Party elects to defend a Third-Party Claim, then, within fifteen calendar days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third-Party Claim so requires), such Indemnifying Party will notify the Indemnitee of its financial capacity intent to defend do so, and such Proceeding and provide indemnification with respect to such Proceeding), to assume Indemnitee shall cooperate in the defense of such Proceeding Third-Party Claim. Such Indemnifying Party will pay such Indemnitee's reasonable out-of-pocket expenses incurred in connection with counsel satisfactory to the indemnified party and, after such cooperation. After notice from the indemnifying party an Indemnifying Party to the indemnified party an Indemnitee of its election to assume the defense of a Third-Party Claim, such Proceeding, the indemnifying party Indemnifying Party will not, as long as it diligently conducts such defense, not be liable to the indemnified party such Indemnitee under this Section 10 Article IV for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party such Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee will have the right to employ one law firm as counsel to represent such Indemnitee (which firm shall be reasonably acceptable to the Indemnifying Party) if, in such Indemnitee's reasonable judgment, either a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise claim or settlement of such claims there may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect defenses available to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).such

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 6 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 6, except to the extent (and only to the extent) that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party, but only upon written acknowledgment from the indemnified party and, after that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party under this Agreement. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 6 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 6 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 8 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 8 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party without to represent them if the indemnified party's consent unless named parties to any action (Aincluding any impleaded parties) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the include both such indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to and an indemnifying party or an affiliate of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying indemnified party will not be bound shall have been advised by any determination of a Proceeding so defended or any compromise or settlement effected without its consent counsel either (which may not be unreasonably withheldi).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt All claims for indemnification by a Buyer Indemnified Party or any Seller Indemnified Party (collectively, the "Indemnified Persons") pursuant to this Section 11 shall be made in accordance with the provisions of this Agreement. (b) If a Third Party asserts that an indemnified party Indemnified Person is liable to such Third Party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to indemnification pursuant to this Section 11, then such Indemnified Person may make a claim for indemnification pursuant to this Section 11 and shall be reimbursed in accordance with the applicable provisions of this Agreement for any such Damages for which it is entitled to indemnification pursuant to this Section 11 (subject to the right of the indemnifying Party to dispute the Indemnified Person's entitlement to indemnification under Section 10.2 the applicable terms of this Agreement). (c) The Indemnified Person shall give prompt written notification to Seller Indemnifying Parties or 10.3Buyer, of notice as the case may be, of the commencement of any Proceeding against it or of notice relating to a Third Party claim for which indemnification pursuant to this Section 11 may be sought; provided, however, that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to no delay on the indemnifying party part of the commencement of such claim Indemnified Person in notifying Seller Indemnifying Parties or threatened ProceedingBuyer, but as the failure to notify case may be, shall relieve Seller Indemnifying Parties or Buyer, as the indemnifying party will not relieve the indemnifying party case may be, of any liability that it may have to any indemnified party, or obligation hereunder except to the extent that the indemnifying party demonstrates that the defense of any damage or liability caused by or arising out of such action failure. Within thirty (30) days after delivery of such notification, Seller Indemnifying Parties or Buyer, as the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives case may be, may, upon written notice thereof to the indemnifying party Indemnified Person, assume control of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory provided Seller Indemnifying Parties or Buyer, as the case may be, acknowledges in writing to the indemnified party andIndemnified Person that any damages, after notice from fines, costs or other liabilities that may be assessed against the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages constitute Damages for which it would the Indemnified Person shall be entitled to indemnification under pursuant to this AgreementSection 11. If Seller Indemnifying Parties do not or Buyer does not, as the case may be, so assume control of such defense, the indemnified party mayIndemnified Person shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such Proceeding and the defense thereof. The Indemnified Person shall not agree to any settlement of such Proceeding without the prior written consent of Seller Indemnifying Parties or Buyer, by notice to as the indemnifying partycase may be, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may shall not be unreasonably withheld). Seller Indemnifying Parties or Buyer, as the case may be, shall not agree to any settlement of such Proceeding without the prior written consent of the Indemnified Person, which shall not be unreasonably withheld.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly Within ten Business Days after discovery or notice of a breach or receipt by an a Party of a Third-Party Claim, the indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying party Party under such Sectionthis article, give deliver a claim notice to the indemnifying party of the commencement of such claim or threatened Proceeding, Party; but the failure to so notify the indemnifying party will Party shall not relieve the indemnifying party Party of any liability that it may have to any indemnified party, its indemnification obligations except to the extent that the indemnifying party demonstrates that the defense of such action or failure materially prejudiced the ability of the indemnifying Party to defend the action or claim. If any Third-Party Claim is made against the indemnified party and the indemnified party notifies the indemnifying Party of the commencement thereof, the indemnifying Party shall be entitled to obtain otherwise available insurance proceeds is materially prejudiced participate therein and may elect to assume the defense thereof, with counsel reasonably satisfactory to the indemnified Party. The indemnified party shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof at its own expense; provided such separate counsel may be retained at the expense of the indemnifying Party (i) if the retention of such counsel has been specifically authorized by the indemnifying Party, (ii) if in the reasonable opinion of the indemnified party's failure party its interests may differ from those of the indemnifying Party, (iii) if the indemnifying Party fails to give take reasonable steps to diligently defend such noticeclaim or (iv) if the indemnifying Party has not undertaken to fully indemnify the indemnified party in respect of all Damages relating to the matter. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice Subject to the indemnifying party of the commencement of such ProceedingParty's right to defend in good faith Third-Party Claims as provided in this Section, the indemnifying party will, unless the Party shall satisfy its obligations under this article within 20 Business Days after receipt of a claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes notice therefor. (c) The indemnifying Party shall not settle or compromise any Third-Party Claim unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would consents (which consent shall not be inappropriate, unreasonably withheld if such settlement or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party compromise includes no admission or concession of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred wrongdoing by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (iParty) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement a full and complete release of any Proceeding and all liability by all relevant parties relating to such Third-Party Claim. (d) In the event that the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to Party reimburses the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by for any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this AgreementThird-Party Claim, the indemnified party may, by notice shall remit to the indemnifying partyParty any reimbursement, net of any and following a good faith attempt to consult with all costs and expenses of collecting such reimbursement, that the indemnifying party, assume the exclusive right to defend, compromise, or settle indemnified party subsequently actually receives from any other Person for such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)Third-Party Claim.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, 10.4 of notice delivered in accordance with Section 10.5 of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case case, subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent (which may not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent (which may not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of made in a Proceeding so defended or by any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Each party hereto hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on either party with respect to such a claim anywhere in the world.

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 5.2 or 10.3, 5.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a5.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 5 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 10.2, 10.3 or 10.3, 10.4 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, Tax be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates any Related Person other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly Within ten Business Days after discovery or notice of a breach or receipt by an a Party of a Third-Party Claim, the indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party willParty shall, if a claim in respect thereof is to be made against an the indemnifying party Party under such Sectionthis article, give deliver a claim notice to the indemnifying party of the commencement of such claim or threatened Proceeding, Party; but the failure to so notify the indemnifying party will Party shall not relieve the indemnifying party Party of any liability that it may have to any indemnified party, its indemnification obligations except to the extent that the indemnifying party demonstrates that the defense of such action or failure materially prejudiced the ability of the indemnifying party Party to obtain otherwise available insurance proceeds defend the action or claim. If any Third-Party Claim is materially prejudiced made against the indemnified Party and the indemnified Party notifies the indemnifying Party of the commencement thereof, the indemnifying Party shall be entitled to participate therein and may elect to assume the defense thereof, with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof at its own expense; provided such separate counsel may be retained at the expense of the indemnifying Party (i) if the retention of such counsel has been specifically authorized by the indemnifying Party, (ii) if in the reasonable opinion of the indemnified party's failure Party its interests may differ from those of the indemnifying Party, (iii) if the indemnifying Party fails to give take reasonable steps to diligently defend such noticeclaim or (iv) if the indemnifying Party has not undertaken to fully indemnify the indemnified Party in respect of all Damages relating to the matter. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice Subject to the indemnifying party of the commencement of such ProceedingParty’s right to defend in good faith Third-Party Claims as provided in this section, the indemnifying party will, unless the Party shall satisfy its obligations under this article within 20 Business Days after receipt of a claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes notice therefor. (c) The indemnifying Party shall not settle or compromise any Third-Party Claim unless (i) the indemnifying party is also a party to indemnified Party consents (which consent shall not be unreasonably withheld if such Proceeding and settlement or compromise includes no admission or concession of wrongdoing by the indemnified party determines in good faith that joint representation would be inappropriate, Party) or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party Party is given a full and complete release of its financial capacity to defend such Proceeding any and provide indemnification with respect all liability by all relevant parties relating to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyThird-Party Claim. (cd) Notwithstanding In the foregoing, if an event that the indemnifying Party reimburses the indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages Party for which it would be entitled to indemnification under this Agreementany Third-Party Claim, the indemnified party may, by notice Party shall remit to the indemnifying partyParty any reimbursement, net of any and following a good faith attempt to consult with all costs and expenses of collecting such reimbursement, that the indemnifying party, assume the exclusive right to defend, compromise, or settle indemnified Party subsequently actually receives from any other Person for such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)Third-Party Claim.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) 12.4.1 Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) 12.4.2 If any such Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) 12.4.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt All claims for indemnification by a Buyer Indemnified Party or any Seller Indemnified Party (collectively, the “Indemnified Persons”) pursuant to this Section 11 shall be made in accordance with the provisions of this Agreement. (b) If a Third Party asserts that an indemnified party Indemnified Person is liable to such Third Party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to indemnification pursuant to this Section 11, then such Indemnified Person may make a claim for indemnification pursuant to this Section 11 and shall be reimbursed in accordance with the applicable provisions of this Agreement for any such Damages for which it is entitled to indemnification pursuant to this Section 11 (subject to the right of the indemnifying Party to dispute the Indemnified Person’s entitlement to indemnification under Section 10.2 the applicable terms of this Agreement). (c) The Indemnified Person shall give prompt written notification to Seller Indemnifying Parties or 10.3Buyer, of notice as the case may be, of the commencement of any Proceeding against it or of notice relating to a Third Party claim for which indemnification pursuant to this Section 11 may be sought; provided, however, that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to no delay on the indemnifying party part of the commencement of such claim Indemnified Person in notifying Seller Indemnifying Parties or threatened ProceedingBuyer, but as the failure to notify case may be, shall relieve Seller Indemnifying Parties or Buyer, as the indemnifying party will not relieve the indemnifying party case may be, of any liability that it may have to any indemnified party, or obligation hereunder except to the extent that the indemnifying party demonstrates that the defense of any damage or liability caused by or arising out of such action failure. Within thirty (30) days after delivery of such notification, Seller Indemnifying Parties or Buyer, as the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives case may be, may, upon written notice thereof to the indemnifying party Indemnified Person, assume control of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory provided Seller Indemnifying Parties or Buyer, as the case may be, acknowledges in writing to the indemnified party andIndemnified Person that any damages, after notice from fines, costs or other liabilities that may be assessed against the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages constitute Damages for which it would the Indemnified Person shall be entitled to indemnification under pursuant to this AgreementSection 11. If Seller Indemnifying Parties do not or Buyer does not, as the case may be, so assume control of such defense, the indemnified party mayIndemnified Person shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such Proceeding and the defense thereof. The Indemnified Person shall not agree to any settlement of such Proceeding without the prior written consent of Seller Indemnifying Parties or Buyer, by notice to as the indemnifying partycase may be, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may shall not be unreasonably withheld). Seller Indemnifying Parties or Buyer, as the case may be, shall not agree to any settlement of such Proceeding without the prior written consent of the Indemnified Person, which shall not be unreasonably withheld.

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 10.2, 10.4, or (to the extent provided in the last sentence of Section 10.3, ) Section 10.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). In the event an indemnified party asserts rights under this Section 10.9(c) then, and in such event, the indemnified party shall bear and pay all costs and expenses (including attorneys' fees and disbursements) incurred by such indemnified party. (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim Claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim or threatened ProceedingClaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any such Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim Claim involves Taxestaxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Merger Agreement that the Claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims Claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Merger Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to indemnification under this Section 10 (aan “Indemnified Party”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Section 10 except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 10 to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (a) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, and (ib) no compromise or settlement of such claims may be effected by any liabilities the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; PROVIDED that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; PROVIDED that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled obligated hereunder to indemnification under this Agreement, reimburse the indemnified party may, by notice to for the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).costs

Procedure for Indemnification. THIRD THIRD-PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 10.2, 10.3 or 10.3, 10.4 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's ’s failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)wishes, to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten 20 days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding Seller hereby consents to the foregoing, if an indemnified party determines nonexclusive jurisdiction of any court in good faith that there is a reasonable probability that which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification have under this Agreement, Agreement with respect to such Proceeding or the indemnified party may, by notice to the indemnifying partymatters alleged therein, and following agree that process may be served on Seller with respect to such a good faith attempt to consult with claim anywhere in the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)world.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of An Indemnified Party shall give written notice of (the commencement "Claim Notice") of any Proceeding Claim for indemnification under this Article VIII to the Escrow Agent, and the indemnifying parties reasonably promptly after the assertion against it or an Indemnified Party of notice that such Proceeding has been Threatened against it, such indemnified any claim by a third party will(a "Third Party Claim") or, if such Claim is not in respect of a claim is Third Party Claim, reasonably promptly after the discovery of facts on which the Indemnified Party intends to be made against an indemnifying party under such Sectionbase a Claim for indemnification pursuant to Article VIII; provided, give notice however, that the failure or delay to so notify the Escrow Agent and the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will parties shall not relieve the indemnifying party parties of any obligation or liability that it the indemnifying parties may have to any indemnified party, the Indemnified Party except to the extent extent, and only to the extent, that the indemnifying party demonstrates parties demonstrate that the defense of indemnifying parties' ability to defend or resolve such action or Claim is materially adversely affected thereby. Any such Claim Notice shall describe the ability facts and circumstances on which the asserted Claim for indemnification is based (to the extent then known by the Indemnified Party) and shall specify how such Indemnified Party intends to recover such funds pursuant to this Agreement and the basis for the determination of the amount which the Indemnified Party intends to recover. Notwithstanding the foregoing, any Claim Notice submitted by Parent Indemnified Parties or Parent as indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure Shareholder Representative shall be deemed to give have been delivered to the Shareholder Indemnified Parties or the Shareholders as indemnifying parties upon delivering of such noticeClaim Notice to the Shareholder Representative. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party If, within 30 days of the commencement effective date under this Agreement of such Proceedinga Claim Notice, the indemnifying party willcontests in writing to the Indemnified Party and the Escrow Agent that Losses identified in such Claim Notice constitute indemnifiable Claims (the "Contest Notice"), then the Indemnified Party and the indemnifying parties, acting in good faith, shall attempt to reach agreement with respect to the contested portions of such Claims. Unless a Claim is contested within such 30-day period (meaning the Representative Notice is effective on or prior to the 30th day after the effective date of the Claim Notice to which such Contest Notice relates), the Indemnified Party shall, subject to the other terms of this Article VIII, be paid the amount of the Losses related to such Claim or the uncontested portion thereof. The indemnifying parties shall not object to any Claim unless (i) it believes in good faith that the Indemnified Party is not entitled to be indemnified with respect to the Losses specified therein, or (ii) they lacks sufficient information to assess the validity or amount of the Claim. If the indemnifying parties object to a Claim on the basis that they lack sufficient information, they shall promptly request from the Indemnified Party any additional information reasonably necessary for it to assess such Claim and the Indemnified Party shall, to the extent the Indemnified Party reasonably can, provide additional information reasonably requested. Upon receipt of such additional information, the indemnifying parties shall review it as soon as reasonably practicable and notify the Indemnified Party of any withdrawal or modification of the objection. If the Indemnified Party and the indemnifying parties are unable to reach agreement with respect to any contested Claims within 45 days of the delivery of the Contest Notice, the matter shall be settled by binding arbitration in Seattle, Washington as set forth below. All claims shall be settled in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (the "AAA Rules"). The indemnifying parties and the Indemnified Party shall each designate one arbitrator within 15 days after the termination of such 45-day period. The indemnifying parties and the Indemnified Party shall cause such designated arbitrators mutually to agree upon and designate a third arbitrator; provided, however, that (i) failing such agreement within 70 days of delivery of the Representative Notice, the third arbitrator shall be appointed in accordance with the AAA Rules and (ii) if either the indemnifying parties or the Indemnified Party fails to timely designate an arbitrator, the dispute shall be resolved by the one arbitrator timely designated. All of the fees and expenses of the arbitrators shall be paid in accordance with the determination of the arbitrators based on the outcome of the dispute, with any portion thereof that is payable by the Shareholders being paid by Parent and reimbursed from the Holdback Shares in the same manner as other Claims. The indemnifying parties and the Indemnified Party shall cause the arbitrators to decide the matter to be arbitrated pursuant hereto within 30 days after the appointment of the last arbitrator. The arbitrators' decision shall relate solely to whether the Indemnified Party is entitled to be indemnified for the contested Claim, or the contested portion thereof, pursuant to the applicable terms of this Agreement. The final decision of the majority of the arbitrators shall be furnished to the indemnifying parties and the Indemnified Party in writing and shall constitute the conclusive determination of the issue in question binding upon the indemnifying parties, the Shareholders, and the Indemnified Party, and shall not be contested by any of them. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrators' decision. (i) Subject to the rights of or duties to any insurer or other third party having potential liability therefor, the indemnifying parties shall have the right, upon written notice given to the Indemnified Party within 30 days after receipt of the notice from the Indemnified Party of any Third Party Claim, to assume the defense or handling of such Third Party Claim, at the indemnifying party's sole expense, in which case the provisions of Section 8.5(c)(ii) shall govern; provided, however, that, notwithstanding the foregoing, Parent or the Shareholder Representative may elect to assume the defense and handle any such Third Party Claim if it determines in good faith that the resolution of such Third Party Claim could result in a material adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of Parent or the Shareholders, as applicable, in which case the provisions of Section 8.5(d)(ii) hereof shall govern. (ii) The indemnifying parties shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense or handling of such Third Party Claim, and the indemnifying parties shall defend or handle the same in consultation with the Indemnified Party and shall keep the Indemnified Party timely apprised of the status of such Third Party Claim. The indemnifying parties shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Third Party Claim, unless (A) the claim involves Taxessettlement provides an unconditional release and discharge of the Indemnified Party, and the Indemnified Party is reasonably satisfied with such discharge and release and (B) the Indemnified Party shall not have reasonably objected to any such settlement on the ground that the circumstances surrounding the settlement could result in an adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of the Indemnified Party. The Indemnified Party shall cooperate with the indemnifying parties and shall be entitled to participate in the defense or handling of such Proceeding and, to the extent that it wishes Third Party Claim with its own counsel and at its own expense. (unless d) (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or If (iiA) the indemnifying party fails to provide reasonable assurance parties do not give written notice to the indemnified party Indemnified Party pursuant to Section 8.5(c)(i) within 30 days after the effective date of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the Indemnified Party of any Third Party Claim of the indemnifying party to the indemnified party of its party's election to assume the defense or handling of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel Third Party Claim or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) Parent or the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election Shareholder Representative elects to assume the defense or handling of such Proceedingthe Third Party Claim pursuant to Section 8.4(c)(ii), the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyprovisions of Section 8.5(d)(ii) shall govern. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 7.2 (subject to claims under Company Indemnity) or 10.3, 7.3 (subject to claims under Third Party Indemnity) of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a7.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) If any Proceeding referred to in Section 7.4(a) is brought against Buyer or any Indemnified Person, Seller hereby consents to the non-exclusive jurisdiction of any court in which such Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on Seller with respect to such a claim anywhere in the world.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceedingthe commencement thereof; PROVIDED that, but the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there are one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in WellPoint. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) 9.7.1 Promptly after receipt by an indemnified party under Section 10.2 9.2.1, 9.3, or 10.3, (to the extent provided in the last sentence of Section 9.2.2) 9.2.2 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party willshall, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but claim; PROVIDED that the failure to notify the indemnifying party will shall not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds Proceeding is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) 9.7.2 If any Proceeding referred to in Section 10.4(a) 9.7.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party willshall, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and to provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it shall be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (Aa) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (Bb) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will shall have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten 10 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) 9.7.3 Notwithstanding the foregoingforegoing provisions of this Section 9.7, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party Indemnified Person under Section 10.2 or 10.3, SECTION 11.2 of notice of the commencement of any Proceeding against it action, arbitration, audit, hearing, investigation, litigation, or of notice that such Proceeding has been Threatened suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, public or private) commenced, brought, conducted or heard by or before or otherwise involving any governmental body or arbitrator (a "Proceeding") against it, such indemnified party Indemnified Persons will, if a claim is to be made against an indemnifying party under such Sectionthis ARTICLE XI, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Persons, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) SECTION 11.6 is brought against an indemnified party Indemnified Persons and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the 37 indemnifying party is also a party to such Proceeding and the indemnified party Indemnified Persons determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party Indemnified Persons of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party Indemnified Persons and, after notice from the indemnifying party to the indemnified party Indemnified Persons of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Persons under this Section 10 ARTICLE XI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Indemnified Persons in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's Indemnified Persons' consent unless (A) there is no finding or admission of any violation of Legal Requirements law or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified partyIndemnified Persons, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its prior written consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's Indemnified Persons' notice is given, give notice to the indemnified party Indemnified Persons of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyIndemnified Persons. (c) Notwithstanding the foregoing, if an indemnified party Indemnified Persons determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates or advisors other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party Indemnified Persons may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its prior written consent (which may not be unreasonably withheld). (d) With respect to any Proceeding subject to indemnification under this ARTICLE XI: (i) both the Indemnified Persons and the indemnifying party, as the case may be, shall keep the other party fully informed of the Proceeding at all stages thereof where such party is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Proceeding brought by any third party. (e) With respect to any Proceeding subject to indemnification under this ARTICLE XI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential business records and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in any Proceeding in which it has assumed or participated in the defense, to avoid production of confidential business records (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Proceeding shall, to the extent possible, be made so as to preserve any applicable attorney-client work-product privilege. (f) PROCEDURE FOR INDEMNIFICATION -- OTHER CLAIMS. A claim for indemnification for any matter not involving a third party claim may be asserted by notice to the party from whom indemnification is sought.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly As soon as reasonably practicable after receipt by a party indemnified pursuant to this Agreement (an indemnified party under Section 10.2 or 10.3, "Indemnified Party') of notice of any Loss in respect of which a party providing indemnification (an "Indemnifying Party") may be liable under this Section, the commencement of any Proceeding against it or of Indemnified Party shall give notice that such Proceeding thereof to the Indemnifying Party. The Indemnified Party may, at its option, claim indemnity under this Section as soon as a claim has been Threatened against it, such indemnified party will, if threatened by a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified third party, except to the extent that the indemnifying party demonstrates that the defense regardless of whether an actual Loss has been suffered, so long as counsel for such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines Indemnified Party shall in good faith determine that joint representation would such claim is not frivolous and that such Indemnified Party may be inappropriate, liable or (ii) the indemnifying party fails to provide reasonable assurance otherwise incur a Loss as a result thereof and shall give notice of such determination to the indemnified party of its financial capacity to defend such Proceeding Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party's option and provide indemnification with respect to such Proceeding)expense, to assume the defense of any such Proceeding with claim by counsel mutually and reasonably satisfactory to the indemnified party andIndemnifying Party and the Indemnified Party, after notice from and to settle or otherwise dispose of the indemnifying party same; provided however that the Indemnified Party may at times participate in such defense at the Indemnified Party `s expense; and provided, further that the Indemnifying Party shall not, in defense of any such claim, consent to the indemnified party entry of any judgment or enter into any settlement (1) that does not include as an unconditional term thereof of the giving by the claimant or plaintiff in question to the Indemnified Party and its election to subsidiaries of a release of all liabilities in respect of such claims, or (2) that provides for injunctive or other non-monetary relief affecting the Indemnified Party. If the Indemnifying Party does not promptly assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts claim irrespective of whether such defense, be liable inability is due to the indemnified party under this Section 10 for any fees inability of other counsel or any other expenses with respect the Indemnified Party and the Indemnifying Party to mutually agree as to the defense choice of such Proceedingcounsel, in each case subsequently incurred by or if, under applicable standards of professional conduct, a conflict or potential conflicts of interest exists between the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding Indemnified Party and the indemnifying party does notIndemnifying Party, within ten days after then the indemnified party's notice is given, give notice to the indemnified party of its election to Indemnified Party may assume the such defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would and be entitled to indemnification under this Agreementand prompt reimbursement -from the Indemnifying Party for its costs and expenses incurred in connection therewith, the indemnified party mayincluding without limitation, by notice reasonable attorneys' fees and expenses. Such fees and expenses shall be reimbursed to the indemnifying party, and following a good faith attempt Indemnified Party as soon as practicable after submission of invoices to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)Indemnifying Party.

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------9.4.1 If a party shall seek to claim indemnification pursuant to Section 9.3 above (the "Indemnified Party"), the Indemnified Party shall promptly notify the party obligated to provide such indemnification (the "Indemnifying Party") in writing of such claim, setting forth the nature and amount of the claim in detail. Failure of the Indemnified Party to promptly notify the Indemnifying Party upon discovery of an indemnifiable claim shall not bar the Indemnified Party's claim for indemnification hereunder; provided, however, that the Indemnified Party's liability hereunder shall be limited to that which would have existed had prompt notice been given, and the Indemnified Party shall be solely responsible for, and shall indemnify the Indemnifying Party from such increased liability that shall have been occasioned by its failure to provide the Indemnifying Party with prompt notice. 9.4.2 The Indemnifying Party shall promptly notify the Indemnified Party in writing whether or not it intends to defend such third party claim or demand. After the assumption of the defense, the Indemnifying Party shall diligently pursue such defense using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall not be liable for any legal expenses subsequently incurred by the Indemnifying Party in connection with such defense, but the Indemnified Party may participate in such defense at its own expense. However, if the Indemnifying Party declines or fails or ceases to defend the third party claim or demand (a) Promptly after receipt by or if its counsel declares itself barred or disqualified from acting on behalf of the Indemnified Party in such matter), the Indemnified Party may assume its own defense through counsel of its own choice and the Indemnified Party's reasonable legal expenses, including, without limitation, legal expenses and costs incurred in connection with collecting any Losses from the Indemnifying Party, shall become part of its Losses subject to indemnification hereunder. 9.4.3 The Indemnifying Party shall provide, or cause its counsel to provide, to the Indemnified Party monthly reports as to the status of any such defense. The Indemnifying Party shall respond promptly and fully to any inquiries from the Indemnified Party as to any aspect of the defense of any third party claim or demand. 9.4.4 If a settlement opportunity related to an indemnified claim or demand of a third party is presented, and if the Indemnified Party reasonably objects to the settlement offer, the Indemnifying Party may, at its sole option, pay the amount of settlement under Section 10.2 the settlement offer to the Indemnified Party, in which event the Indemnifying Party shall be relieved of all liability related to such indemnified claim or 10.3demand and in which event the Indemnified Party shall conduct and defend at its own cost and through counsel of its own choosing, of notice the claim or demand of the commencement of any Proceeding against it third party giving rise to such claim for indemnification. 9.4.5 Each party shall fully cooperate with the other party and its counsel in the defense or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement compromise of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partydemand. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, consent to the extent that entry of a judgment or settlement which does not include, as a term thereof, the indemnifying party demonstrates that unconditional release of the defense Indemnified Party and any of its Affiliates named as parties therein from all liability in respect of such action third party claim or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such noticedemand. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, 3.2 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party under this Section 10 shall not be responsible for any fees paying for more than one separate firm of other counsel or any other expenses with respect attorneys to the defense of such Proceeding, in each case subsequently incurred by represent the indemnified party in connection with parties, regardless of the defense number of such Proceeding, other than reasonable costs of investigationindemnified parties. If the indemnifying party assumes elects to assume the defense of a Proceedingsuch action, (ia) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party If Buyer desires to seek indemnification under Section 10.2 or 10.3this Article 11, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, Buyer shall give written notice to the indemnifying party Escrow Agent, Seller and the Seller Representative specifying the basis on which indemnification is sought in reasonable detail and such other information known to Buyer regarding the indemnification claim, promptly, but in no event later than 10 business days, after Buyer learns of the commencement of such claim or threatened Proceeding, but proceeding; provided that the failure to notify give such notice shall not affect the indemnifying party will not relieve the indemnifying party of any liability that it may have rights to any indemnified partyindemnification hereunder if Buyer uses its best efforts to mitigate damages, except to the extent that Seller, the indemnifying party demonstrates that the defense of such action Seller Representative or the ability of the indemnifying party to obtain otherwise available insurance proceeds Escrow Amount is materially prejudiced by the indemnified party's failure to give such noticeactually prejudiced. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives A Seller Indemnified Person seeking indemnification under paragraph 11.4 shall give written notice to Buyer specifying the indemnifying party basis on which indemnification is sought in reasonable detail and such other information known to such Seller Indemnified Person regarding the indemnification claim, promptly, but in no event later than 10 business days, after such Seller Indemnified Person learns of the commencement of claim or proceeding; provided that the failure to give such Proceedingnotice shall not affect the rights to indemnification hereunder if such Seller Indemnified Person uses its best efforts to mitigate damages, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, except to the extent that it wishes Buyer is actually prejudiced. (unless c) With respect to any third-party claims or proceedings as to which Buyer or a Seller Indemnified Person, as the case may be (i) each, a “Claimant”), is seeking indemnification hereunder, Buyer, in the indemnifying party is also case of an indemnification claim brought by a party to such Proceeding Seller Indemnified Person and Seller and the indemnified party determines Seller Representative, in good faith that joint representation would be inappropriatethe case of an indemnification claim brought by Buyer against the Escrow Amount (each of Buyer, or (iion the one hand, and Seller and Seller Representative, on the other hand, in such cases, the “Counterparty”) shall have the indemnifying party fails right to provide reasonable assurance select and employ counsel of its own choosing reasonably satisfactory to the indemnified party of its financial capacity Claimant to defend against any such Proceeding and provide indemnification with respect to such Proceeding)claim or proceeding, to assume control of the defense of such Proceeding with counsel satisfactory claim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Counterparty deems it advisable to do so, all at the expense of the Counterparty (or the Escrow Amount in the case of Seller and the Seller Representative); provided, that the Counterparty uses commercially reasonable efforts to conduct the defense actively and diligently and in a manner intended to minimize the risk of the Claimant becoming subject to any liability for any other material matter. Further, the Counterparty shall not consent to the indemnified party and, after notice from the indemnifying party to the indemnified party entry of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel judgment or enter into any other expenses compromise or settlement with respect to any third-party claim without the defense prior written consent of the Claimant unless such Proceedingjudgment, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, compromise or settlement (i) no compromise provides for the payment by Buyer or settlement from the Escrow Amount, as applicable, of such claims may be effected by money as sole relief for the indemnifying third-party without claimant, (ii) results in the indemnified party's consent unless full and general release of Buyer or the Seller Indemnified Persons, as applicable, from all liabilities arising or relating to, or in connection with, the third-party claim, and (Aiii) there is involves no finding or admission of any violation of Legal Requirements laws, rules or any violation of regulations or the rights of any Person person and has no effect on any other claims that may be made against the indemnified partyClaimant. The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. Notwithstanding the foregoing, if in the reasonable opinion of the Claimant, any such claim or the litigation or resolution of any such claim involves an issue or matter that could have a material adverse effect on the on the business, operations, condition (B) financial or otherwise), assets or earnings of the sole relief provided is monetary damages that are paid in full by Claimant, the indemnifying party; and (ii) Claimant shall have the indemnified party will have no liability with respect right to any compromise control the defense or settlement of any such claims effected without claim or demand and its consent. If notice is given to an indemnifying party reasonable costs and expenses shall be included as part of the commencement indemnifiable Losses. The Claimant shall not settle or compromise any such third party claim without the prior written consent of the Counterparty, which consent shall not be unreasonably withheld. The parties will fully cooperate in any Proceeding such action, and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice shall make available to the indemnified party of its election to assume each other any books or records useful for the defense of any such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding claim or any compromise or settlement effected by the indemnified partyproceeding. (cd) Notwithstanding the foregoing, in the event of any Medicare or tax audit or investigation or other third-party claim involving the conduct of the Business prior to Closing, Seller and the Seller Representative shall maintain the right, even if an indemnified Buyer has taken control of the defense of such matter pursuant to paragraph 11.7(c), to remain actively and directly involved in responding to any information requests, interacting with the third-party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementclaimant(s) and/or investigator(s), the indemnified party may, by notice to the indemnifying partyformulating and implementing any necessary litigation strategy, and following a good faith attempt to consult with otherwise participating in the indemnifying party, assume defense of any claim that may result in recovery by Buyer from and against the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)Escrow Amount.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- If any claim is made against a party (aan “indemnified party”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party willthat, if sustained, would give rise to a claim is to be made against an indemnifying liability of another party under such Section, give notice to (the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the “indemnifying party; and (ii”) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party mayshall promptly cause notice of the claim to be delivered to the indemnifying party along with all of the facts, information or materials relating to such claim of which the indemnified party is aware and shall afford the indemnifying party and its counsel, at the indemnifying party’s sole expense, the opportunity to defend or settle the claim. i. The indemnifying party shall have 15 business days after delivery thereof to elect, in writing to the indemnified party, to defend or settle the claim, exercising reasonable business judgment, at its own expense. Until written notice electing to defend or settle any claim that, if sustained, would give rise to a liability under this Agreement, the indemnified party may take, at the expense of the indemnifying party, any action it reasonably believes necessary to preserve its rights with respect to such claim, after promptly notifying the indemnifying party of its intention to take such action and the indemnifying party does not elect to take such other action. ii. If the indemnifying party shall so elect to defend or settle the claim, the indemnifying party may not settle such claim without the prior written consent of the indemnified party; provided that, if the indemnified party does not consent to such a settlement, the indemnifying party’s liability to indemnify the indemnified party for such claim shall be limited to the expenses and costs reasonably necessary to preserve its rights to such claim (other than any costs of counsel retained by the indemnified party solely to monitor the indemnifying party’s obligations hereunder) that the indemnified party has incurred up to the time of the proposed settlement plus the amount of the proposed settlement. The indemnified party agrees to use commercially reasonable efforts to cooperate with the indemnifying party in defending any claim, at the indemnifying party’s expense. iii. If the indemnifying party shall fail to so elect to defend or settle such claim (exercising reasonable business judgment) at its own expense, within 30 days of delivery of notice of the claim, or otherwise so fail to defend or settle the claim, the indemnified party shall have the right, but not the obligation, to undertake the defense of and to settle (exercising reasonable business judgment) the claim on behalf, for the account and at the risk, of the so failing party. The indemnified party shall use commercially reasonable efforts to settle any such claim at commercially reasonable amounts determined in good faith by the indemnifying party. iv. In the event the indemnified party should have a claim against the indemnifying party that does not involve a claim or demand by a third party, the indemnified party shall promptly cause notice of such claim to be delivered to the indemnifying party. The indemnifying party shall have 15 business days after delivery thereof to elect, and following in writing to the indemnified party, to defend or settle the claim, exercising reasonable business judgment, at its own expense. If the indemnifying party does not notify the indemnified party within 20 days after the indemnified party’s notice that it disputes such claim, the amount of such claim shall be conclusively deemed as a good faith attempt to consult with liability of the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but . If the indemnifying party will not be bound by disputes such claim, the indemnifying party and the indemnified party shall attempt in good faith for a period of 30 days to settle any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)such dispute.

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it subject to indemnification under Section 6.2, 6.4 or (to the extent provided in the last sentence of notice that such Proceeding has been Threatened against itSection 6.3(b)) Section 6.3, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a6.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 6 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).the

Procedure for Indemnification. THIRD PARTY CLAIMS -------------------------------------------------CLAIMS (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, 10.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.7 (a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers and Buyer hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person or Sellers Indemnified Person for purposes of any claim that an Indemnified Person or Sellers Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on it with respect to such a claim anywhere in the world.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party party, under Section 10.2 4.1 or 10.34.2, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such the indemnified party willshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to any of these Sections; but the indemnifying party of the commencement omission of such claim or threatened Proceeding, but the failure to notify the indemnifying party will notice shall not relieve the indemnifying party of any from liability that which it may have to any the indemnified partyparty under this Section 4, except to the extent that the indemnifying party demonstrates that the defense of is actually prejudiced by such action or the ability of failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to obtain any indemnified party otherwise available insurance proceeds than under this Section 4. In case any action is materially prejudiced by brought against the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and , it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding andin, and to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)chooses, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party andparty, and after notice from the indemnifying party to the indemnified party of its election that it chooses to assume the defense of such Proceedingdefense, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingthereof; provided, other than reasonable costs of investigation. If however that if the indemnifying party assumes fails to take reasonable steps necessary to defend diligently the defense of a Proceeding, claim within twenty (i20) no compromise or settlement of such claims may be effected by days after receiving notice from the indemnified party that the indemnified party believes the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyhas failed to take such reasonable steps, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) or 5.3.1 if the indemnified party will have no liability with respect to who is a defendant in any compromise action or settlement of such claims effected without its consent. If notice proceeding which is given to an indemnifying party of the commencement of any Proceeding and also brought against the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice reasonably shall have concluded that there are legal defenses available to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice are not available to the indemnifying party, and following a good faith attempt or 5.3.2 if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then the indemnified party shall have the right to consult with assume or continue its own defense as set forth above at the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but 's expense. In no event shall the indemnifying party will not be bound by any determination responsible for more than one firm of a Proceeding so defended counsel for all indemnified parties unless it is inappropriate under applicable standards of professional conduct for one firm or any compromise or settlement effected without its consent (which may not be unreasonably withheld)counsel to represent all indemnified parties.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- The relevant Dealer or Dealers will promptly notify each Relevant Issuer and the Guarantor (ain the case of a Subsidiary Issuer) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement in writing of any Proceeding claim in respect of which indemnification may be sought under Clause 4.1.2 of this Agreement against such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, provided that (i) the omission so to notify such Issuer or the Guarantor (in the case of a Subsidiary Issuer) will not relieve such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, from any liability which it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice may have hereunder unless and except to the indemnifying party of the commencement extent it did not otherwise learn of such claim and such failure results in the forfeiture by such Issuer or threatened Proceedingthe Guarantor (in the case of a Subsidiary Issuer), but as the failure case may be, of substantial rights and defences, and (ii) the omission to notify such Issuer or the indemnifying party Guarantor (in the case of a Subsidiary Issuer), as the case may be, will not relieve the indemnifying party of any it from liability that which it may have to such Dealers otherwise than on account of Clause 4.1.2. - 12 - In the event that any indemnified partysuch claim is made against such Dealer or Dealers and they notify the Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) of the existence thereof, except to the extent that the indemnifying party demonstrates that the defense of such action Relevant Issuer or the ability of Guarantor, as the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingcase may be, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate in such Proceeding andtherein, and to the extent that it wishes (unless (i) the indemnifying party is also a party may elect by written notice delivered to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)Dealers, to assume the defense defence thereof, with counsel reasonably satisfactory to such Dealers; provided that if the defendants in any such claim include both such Dealers and the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, and such Dealers shall have concluded that there may be legal defences available to them which are different from or additional to those available to the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer) shall not have the right to direct the defence of such Proceeding with claim on behalf of such Dealers, and such Dealers shall have the right to select one separate counsel satisfactory to the indemnified party and, after assert such legal defences on behalf of such Dealers. Upon receipt of notice from the indemnifying party Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, to such Dealers of the indemnified party Relevant Issuer’s or the Guarantor’s (in the case of its a Subsidiary Issuer) election so to assume the defense defence of such Proceedingclaim and approval by such Dealers of counsel, neither such Issuer nor the indemnifying party Guarantor (in the case of a Subsidiary Issuer) will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 such Dealers for any fees of other counsel or any other expenses with respect to the defense of incurred thereafter by such Proceeding, in each case subsequently incurred by the indemnified party Dealers in connection with the defense of such Proceeding, defence thereof (other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, ) unless (i) no compromise or settlement such Dealers shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the next preceding sentence (it being understood, however, that neither the Relevant Issuer nor the Guarantor (in the case of a Subsidiary Issuer), as the case may be, shall be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any claim is brought), approved by such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyDealers, and (B) the sole relief provided is monetary damages that representing such Dealers who are paid in full by the indemnifying party; and parties to such claim), (ii) such Issuer or the indemnified party Guarantor (in the case of a Subsidiary Issuer), as the case may be, shall not have employed counsel reasonably satisfactory to such Dealers to represent such Dealers within a reasonable time after notice of existence of the claim, or (iii) such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, has authorised in writing the employment of counsel for such Dealers. The Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) agree that without such Dealers’ prior written consent, it will have no liability with respect to any not settle, compromise or settlement consent to the entry of any judgment in any claim in respect of which indemnification may be sought under Clause 4.1.2 of this Agreement (whether or not such Dealers are actual or potential parties to such claim), unless such settlement, compromise or consent includes an unconditional release of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense Dealers from all liability arising out of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyclaim. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt In order for a party (the "indemnified party") to be ----------------- entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, made by an any person against the indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it(a "Third Party Claim"), such indemnified party willmust notify ----------------- the indemnifying party in writing of the Third Party Claim within thirty (30) calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, if however, that failure to give such notification -------- ------- shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a claim result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (i) If a Third Party Claim is to be made against an indemnifying party under such Sectionindemnified party, give notice to the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that such counsel reasonably is -------- not objected to by the indemnified party; and provided, further, that the -------- ------- indemnifying party first notifies the indemnified party of its intention to assume such defense within thirty (30) calendar days of receipt of notice of a Third Party Claim. Should the commencement indemnifying party so elect to assume the defense of such claim or threatened Proceedinga Third Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other legal expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationthereof. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election elects to assume the defense of a Third Party Claim, the indemnified party (A) will cooperate in all reasonable respects with the indemnifying party in connection with such Proceedingdefense, (B) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent and (C) will agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim, which does not obligate the indemnified party to take or forbear to take any action, and which would not adversely affect the business, operations or properties of the Company. (ii) In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the indemnified party may deem appropriate, and the indemnifying party promptly will reimburse the indemnified party upon written request. (iii) Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party will shall not be bound by entitled to assume the defense of any determination made in such Proceeding or any compromise or settlement effected Third Party Claim (and shall be liable for attorneys' fees and expenses incurred by the indemnified party. (cparty in defending such Third Party Claim) Notwithstanding if the foregoingThird Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages and which, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially successful, would adversely affect it the business, operations or its affiliates other than as a result properties of monetary damages the indemnified party; provided, however, that if such equitable relief portion -------- ------- of the Third Party Claim can be so separated from that for which it would money damages, the indemnifying party shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right defense of the portion relating to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)money damages.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 paragraphs 8.1 or 10.3, of notice 8.2 of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party will, if a claim in respect thereof is to be made against an the indemnifying party under either such Sectionsubsection, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, thereof; but the failure omission so to notify the indemnifying party will not relieve the indemnifying party of it from any liability that it may otherwise have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of . If any such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is shall be brought against an any indemnified party and it gives notice to such indemnified party notifies the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, will be entitled to participate assume the defense thereof by notice in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance writing to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with using counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the such indemnified party of its election to assume the defense of such Proceedingthereof, using counsel reasonably satisfactory to the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, not be liable to the such indemnified party under this Section 10 for any fees legal expenses of other counsel or any other expenses with respect to the defense of such Proceedingexpense, in each case subsequently incurred by the such indemnified party party, in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If investigation incurred prior to the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full assumption by the indemnifying party; , unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and (ii) employ counsel reasonably satisfactory to the indemnified party , or the named parties to any such action include both the indemnified party and the indemnifying party and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound paid by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice 8.1 hereof of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened indemnified proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding indemnified proceeding referred to in Section 10.4(a8.2(a) hereof is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingproceeding, the indemnifying party will, unless the claim involves Taxestaxes, be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, inappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 Article 8 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingproceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceedingproceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification, (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; , and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party will be bound by any determination made in such Proceeding proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, compromise or settle such Proceedingproceeding, but the indemnifying party will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 8 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party and, after party. After notice from form the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 8 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified led party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying part, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. As indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding part; for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 8 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to ------------------------------- indemnification under this Section 16 (aan "Indemnified Party") Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Section 16 except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 16 to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (a) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, and (ib) no compromise or settlement of such claims may be effected by any liabilities the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, made by an any person against the indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it(a "Third Party Claim"), such indemnified party willmust notify the indemnifying party in writing of the Third Party Claim within thirty (30) calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, if however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a claim result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (i) If a Third Party Claim is to be made against an indemnifying party under such Sectionindemnified party, give notice to the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, such counsel is not reasonably objected to by the indemnified party; and provided, further, that the indemnifying party first notifies the indemnified party of its intention to assume such defense within thirty (30) calendar days of receipt of notice of a Third Party Claim. Should the commencement indemnifying party so elect to assume the defense of such claim or threatened Proceedinga Third Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other legal expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationthereof. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election elects to assume the defense of a Third Party Claim, the indemnified party (x) will cooperate in all reasonable respects with the indemnifying party in connection with such Proceedingdefense, (y) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent and (z) will agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim, which does not obligate the indemnified party to take or forbear to take any action, and which would not adversely affect the business, operations or properties of the Company. (ii) In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the indemnified party may deem appropriate, and the indemnifying party promptly will reimburse the indemnified party upon written request. (iii) Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party will shall not be bound by entitled to assume the defense of any determination made in such Proceeding or any compromise or settlement effected Third Party Claim (and shall be liable for counsel's fees and expenses incurred by the indemnified party. (cparty in defending such Third Party Claim) Notwithstanding if the foregoingThird Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages and which, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially successful, would adversely affect it the business, operations or its affiliates other than as a result properties of monetary damages the indemnified party; provided, however, that if such equitable relief portion of the Third Party Claim can be so separated from that for which it would money damages, the indemnifying party shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right defense of the portion relating to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)money damages.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly Within a reasonable period of time after receipt the incurrence of any losses by an indemnified any Indemnified Party and prior to the expiration of any applicable survival period, including any losses by a third person described below, which might give rise to indemnification hereunder, the Indemnified Party shall deliver to the party under Section 10.2 from which indemnification is sought (the “Indemnifying Party”) a certificate (the “Certificate”), which Certificate shall: (i) state that the Indemnified Party has paid or 10.3properly accrued losses or anticipates that it will incur liability for losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail each individual item of loss included in the amount so stated, of notice the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the commencement misrepresentation, breach of any Proceeding against it warranty, breach of covenant or claim to which each such item is related and the computation of notice that the amount to which such Proceeding has been Threatened against it, such indemnified party will, if a claim is Indemnified Party claims to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such noticeentitled hereunder. (b) If In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any Proceeding referred claim or claims specified in any Certificate, the Indemnifying Party shall, within thirty (30) business days after receipt by the Indemnifying Party of such Certificate, deliver to in Section 10.4(a) is brought against an indemnified party and it gives the Indemnified Party a notice to such effect and the indemnifying party Indemnifying Party and the Indemnified Party shall, within the thirty (30) business day period beginning on the date of receipt by the commencement Indemnified Party of such Proceedingobjection, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines attempt in good faith that joint representation would be inappropriate, or (ii) to agree upon the indemnifying party fails to provide reasonable assurance to rights of the indemnified party of its financial capacity to defend such Proceeding and provide indemnification respective parties with respect to such Proceeding), to assume the defense each of such Proceeding with counsel satisfactory claims to which the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationIndemnifying Party shall have so objected. If the indemnifying party assumes Indemnified Party and the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the Indemnifying Party shall succeed in reaching agreement on their respective rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of claims, the commencement of any Proceeding Indemnified Party and the indemnifying party does notIndemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts, within ten days after then the indemnified party's notice is given, give notice Indemnified Party and the Indemnifying Party shall submit such dispute for arbitration in accordance with Section 12.4. There shall be no restriction on such arbitrator as to the indemnified party award of its election costs related to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected arbitration being payable by the indemnified losing party. (c) Notwithstanding claims for losses specified in any Certificate to which an Indemnifying Party shall not object in writing within the foregoingthirty (30) business day period of receipt of such Certificate, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it claims for losses the validity and amount of which have been the subject of arbitration as described above, or its affiliates other than shall have been settled with the consent of the Indemnifying Party, as a result described below, are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) business days of monetary damages for which it would be entitled to indemnification under this Agreementthe determination of the amount of any Agreed Claims, the indemnified party may, Indemnifying Party shall pay to the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the indemnifying party, and following a good faith attempt Indemnifying Party not less than two (2) business days prior to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)payment.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified Each party under Section 10.2 or 10.3, of will give the other party prompt written notice of the commencement of any Proceeding against it or of notice third-party claim to which these indemnification provisions apply; provided, however, that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party provide such notice will not relieve release the indemnifying party Selling Parties from any of any liability that it may have to any indemnified partytheir obligations under this Article 6, except to the extent that such failure has actually prejudiced the indemnifying Selling Parties’ rights in such third-party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such noticeclaim. (b) If any Proceeding referred to in Section 10.4(a) a party is brought against an indemnified the subject of a third-party and claim for which it gives notice will seek indemnification from the other party under this Article 6, it may either defend such claim or tender the defense to the indemnifying parties. If a party tenders the defense of the commencement of such Proceeding, the indemnifying any third-party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless other party, then (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines shall have the right to consent to the selection of legal counsel in good faith that joint representation would be inappropriate, or its sole discretion and (ii) the indemnifying party fails to provide reasonable assurance to will not enter into any settlement, defense discharge, admission of liability or compromise of any claim or litigation without obtaining approval, which the indemnified party of can provide or withhold in its financial capacity sole discretion. If the indemnified party elects to defend such Proceeding third-party claim, then (1) the indemnified party shall have the full right to independently control the defense and provide settlement of such matter, which actions shall not negatively impact the indemnified party’s right to indemnification with respect and to such Proceeding)be held harmless under this Article 6 by the indemnifying party, to assume and (2) the indemnifying party shall, at the request of the indemnified party, if any, cooperate and assist the indemnified party in the defense of such Proceeding with counsel satisfactory to third-party claim. (c) Upon request of the indemnified party and, after notice from in a matter where the indemnifying party to the indemnified party of its election to assume the defense of is defending such Proceedingclaim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against allow the indemnified party, at the indemnified party’s own cost and expense (B) including, without limitation, legal fees), to participate in such defense; provided, however, the sole relief provided indemnified party reserves the right to seek reimbursement and payment of defense costs and attorneys’ fees if the indemnified party’s defense or position in such claim is monetary damages that are paid different from or in full by conflict with the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise ’s defense or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does notposition, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected as determined by the indemnified party, in its sole discretion. (cd) Notwithstanding Purchaser or the foregoingSelling Parties pursuant to this Article 6 shall be effected by wire transfer of immediately available funds from Purchaser or the Selling Parties, if as the case may be, to an indemnified party determines account designated by Purchaser or the Selling Parties, as the case may be, within five (5) business days after the determination thereof by mutual agreement of the parties or by the entry of a final unappealable order of a court or another dispute resolution authority having proper jurisdiction, provided that Purchaser may, in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled sole discretion, and notwithstanding anything herein to the contrary, offset any Losses subject to indemnification under this Agreement, by the indemnified party may, by notice to Selling Parties hereunder against the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)Escrow Amount.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any party entitled to indemnification under this Section 10 (aan “Indemnified Party”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party of the commencement of such any matters giving rise to a claim or threatened Proceedingfor indemnification; provided, but that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations under this Section 9 except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially actually prejudiced by the indemnified party's such failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) action, proceeding or claim is brought against an indemnified Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and it gives notice shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the commencement of such Proceeding, defense or any settlement negotiations with respect thereto. If the indemnifying party willelects to defend any such action or claim, unless then the claim involves Taxes, Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 9 to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingcontrary, the indemnifying party will shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as long as it diligently conducts such defensean unconditional term thereof, be liable the giving by the claimant or the plaintiff to the indemnified party under this Section 10 for any fees Indemnified Party of other counsel or any other expenses with a release from all liability in respect to the defense of such Proceeding, claim. The indemnity agreements contained herein shall be in each case subsequently incurred by addition to (a) any cause of action or similar rights of the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnified Party against the indemnifying party assumes the defense of a Proceedingor others, and (ib) no compromise or settlement of such claims may be effected by any liabilities the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partysubject to. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party party, under Section 10.2 5.1 or 10.35.2, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such the indemnified party willshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to any of these Sections; but the indemnifying party of the commencement omission of such claim or threatened Proceeding, but the failure to notify the indemnifying party will notice shall not relieve the indemnifying party of any from liability that which it may have to any the indemnified partyparty under this Section 5, except to the extent that the indemnifying party demonstrates that the defense of is actually prejudiced by such action or the ability of failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to obtain any indemnified party otherwise available insurance proceeds than under this Section 5. In case any action is materially prejudiced by brought against the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and , it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding andin, and to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)chooses, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party andparty, and after notice from the indemnifying party to the indemnified party of its election that it chooses to assume the defense of such Proceedingdefense, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingthereof; provided, other than reasonable costs of investigation. If however, that 5.3.1 if the indemnifying party assumes fails to take reasonable steps necessary to defend diligently the defense of claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party believes the indemnifying part) has failed to take such reasonable steps, or 5.3.2 if the indemnified party who is a Proceeding, (i) no compromise defendant in any action or settlement of such claims may be effected by proceeding which is also brought against the indemnifying party without the indemnified party's consent unless (A) reasonably shall have concluded that there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice legal defenses available to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice are not available to the indemnifying party, and following a good faith attempt to consult with or 5.3.3 if representation, of both parties by the indemnifying partysame counsel is otherwise inappropriate under applicable standards of professional conduct, assume then the exclusive indemnified party shall have the right to defend, compromise, assume or settle such Proceeding, but continue its own defense as set forth above. In no event shall the indemnifying party will not be bound by any determination responsible, for more than one firm of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)counsel for all indemnified parties unless it is inappropriate under applicable standards of professional conduct for one firm of counsel to represent all indemnified parties.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 9.2 or 10.3, 9.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interest which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingparty; provided, in each case subsequently incurred by the however, that if there is more than one indemnified party in connection with the defense of such Proceedingparty, other than reasonable costs of investigation. If the indemnifying party assumes shall not be responsible for paying for more than one separate firm of attorneys to represent the defense indemnified parties, regardless of a Proceeding, (i) no compromise or settlement the number of such claims may be effected by the indemnified parties. The indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will shall have no liability with respect to any compromise or settlement of such claims any action effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified With respect to any matter for which a party under Section 10.2 or 10.3may seek indemnification hereunder, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party shall have the right to control the defense of all actions in respect thereof, provided that the commencement indemnifying party actually and diligently undertakes and pursues such defense with competent counsel reasonably acceptable to the indemnified party and does not enter into any settlement without the indemnified party's prior written consent which is not to be unreasonably withheld or delayed. An indemnified party will notify the indemnifying party in writing promptly after the indemnified party becomes aware of such claim any claim, action or threatened Proceedingproceeding by a third party, but the failure or delay to so notify the indemnifying party will shall not relieve the indemnifying party of any obligation or liability that it the indemnifying party may have to any the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of indemnifying party's ability to defend or resolve such action or the ability of claim is adversely affected thereby. The indemnified party will cooperate with the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by party, at the indemnifying party's expense, in any defense or prosecution of a claim for which the indemnified party's failure to give such noticeparty seeks indemnification. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and intends to seek indemnification hereunder, other than for a third party claim, then it gives notice shall notify the indemnifying party in writing promptly after its discovery of facts upon which it intends to base its claim for indemnification hereunder, but the failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of the commencement of such Proceeding, any obligation or liability that the indemnifying party willmay have to the indemnified party, unless the claim involves Taxes, be entitled to participate in such Proceeding and, except to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith demonstrates that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect 's ability to any compromise or settlement of resolve such claims effected without its consent. If notice claim is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified partyadversely affected thereby. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS Third Party Claims ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.2, 10.3, or 10.4 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceedingclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a10.8(a) is brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationparty. If the indemnifying party assumes elects to assume the defense of a Proceedingsuch action, (ia) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consentwritten consent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding Sellers hereby consent to the foregoing, if an indemnified party determines non-exclusive jurisdiction of any court in good faith that there is a reasonable probability that which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification have under this Agreement, Agreement with respect to such Proceeding or the indemnified party may, by notice to the indemnifying partymatters alleged therein, and following agree that process may be served on Sellers with respect to such a good faith attempt to consult with claim anywhere in the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)world.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an ----------------------------- indemnified party under Section 10.2 11.2 or 10.3, 11.3 of notice of the commencement of any Proceeding against it action, or after an indemnified party's otherwise becoming aware of notice that such Proceeding has been Threatened against itfacts or circumstances giving rise to any Damages, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure to so notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests that renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party under this Section 10 shall not be responsible for any fees paying for more than one separate firm of other counsel or any other expenses with respect attorneys to the defense of such Proceeding, in each case subsequently incurred by represent the indemnified party in connection with parties, regardless of the defense number of such Proceeding, other than reasonable costs of investigationindemnified parties. If the indemnifying party assumes elects to assume the defense of a Proceedingsuch action, (ia) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt All items covered by an Sections 11.1 and 11.2 are referred to herein as "Indemnified Claims." An indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to hereunder shall promptly notify the indemnifying party will not relieve in writing of the assertion of any claim asserted against the indemnified party which might give rise to an Indemnified Claim against the indemnifying party stating the nature and basis of such claim and, if possible, the amount thereof. Except as set forth herein, and expressly subject to subsection (c) below, the indemnified party shall not pay or provide for the payment or settlement or discharge of any liability that it such claim, for a period of thirty days after the date such written notice was given to the indemnifying party, but thereafter may do so together with all costs and expenses incident thereto, unless within such thirty-day period the indemnifying party shall have provided the indemnified party with notice and evidence to any the indemnified party, except to the extent 's reasonable satisfaction that the indemnifying party demonstrates that the defense of reasonably disputes such action claim or the ability of the indemnifying party to obtain will otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give discharge or satisfy such noticeclaim. (b) If In the event that any Proceeding referred to in Section 10.4(a) action, suit or proceeding is brought against an indemnified party and it gives notice with respect to which an indemnifying party may have liability under the indemnity agreement contained in this Article XI, the action, suit or proceeding shall be defended (including all proceedings on appeal or for review, which counsel for defendant shall reasonably deem appropriate) by the indemnifying party by counsel of the commencement of such Proceedingits choice, provided the indemnifying party will, unless the claim involves Taxes, be entitled agrees in writing to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding indemnify and hold the indemnified party determines in good faith that joint representation would be inappropriate, harmless for the full amount of any loss or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense judgment it may sustain as a result of such Proceeding with counsel satisfactory to the indemnified party andaction, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel suit or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationproceeding. If the indemnifying party assumes declines to defend such action, suit or proceeding, then the defense indemnified party shall so defend and appoint counsel of a Proceedingits choice to do so. The indemnified party, (i) no compromise or settlement of such claims may be effected by if the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person defends and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) , if the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does notdefends, within ten days after the indemnified party's notice is given, give notice to the indemnified party defends shall have the right to be represented by an advisory counsel and accountants, at its own expense, and such party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not such party is so represented. Each party shall make available to the other party, its election attorneys and accountants all books and records relating to assume such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such Proceedingaction, the indemnifying party will be bound by any determination made in such Proceeding suit or any compromise or settlement effected by the indemnified partyproceeding. (c) Notwithstanding the foregoing, if an An indemnified party determines shall not make any settlement of any claims which might give rise to an Indemnified Claim under the indemnity agreement contained in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result this Article XI without the written consent of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, provided that such consent shall not be unreasonably withheld and following a good faith attempt further provided, that notwithstanding the foregoing, Vision may immediately cause to consult with be paid or discharged any asserted claim the indemnifying party, assume non-payment of which would have an immediate adverse impact on Vision or the exclusive right to defend, compromise, or settle such Proceeding, but Business and any claim which the indemnifying party will has not disputed within thirty (30) days of notice as provided above. (d) The rights of indemnification contained in this Article XI shall not be bound deemed to be the exclusive remedy of the parties hereto and such rights shall be in addition to any other rights or remedies which any party hereto may have at law or equity with respect to a default or breach by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)other party under this Agreement.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified Any party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if entitled to make a claim is to be made against an indemnifying party under such Section, give notice to for indemnification hereunder shall promptly notify the indemnifying party of the commencement claim in writing upon learning of such claim or threatened Proceedingthe facts constituting such claim, but describing the failure to notify claim in reasonable detail, the amount thereof, and the basis therefor. The indemnifying party will not relieve the indemnifying party be relieved of any liability that it may have to any indemnified party, except its indemnification obligations hereunder only to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds it is materially prejudiced by the indemnified party's ’s failure to give such prompt notice. The party from whom indemnification is sought shall respond to each such claim within ten (10) days of receipt of such notice either rejecting responsibility for such defense or electing to assume the defense of such third-party claim and acknowledging that any Losses incurred by the indemnified party that may arise from such third-party claim shall constitute Losses for which the indemnifying party shall be obligated to indemnify the indemnified party hereunder (subject to the limitations described in Section 7.2(b). No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights of the party seeking indemnification) until the later of (i) the expiration of the 10-day response period, or (ii) thirty (30) days following the expiration of the 10-day response period if a response, received within such 10-day period by the party seeking indemnification, requests an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent so cured). (b) If any Proceeding referred a claim for indemnification hereunder is based on a claim by a third party, the indemnifying party shall have the right to assume the entire control of the defense thereof, including at its own expense, employment of counsel reasonably satisfactory to the indemnified party, and, in Section 10.4(a) is brought against an indemnified connection therewith, the party claiming indemnification shall reasonably cooperate with the indemnifying party and it gives notice make available to the indemnifying party all pertinent requested information under its control; provided, that the indemnified party may participate in any proceeding with counsel of the commencement of its choice at its own expense. In such Proceedingevent, the indemnifying party shall have the right to settle or resolve any such claim by a third party; provided, that any such settlement or resolution contemplated by the Sellers or the Representative, as the indemnifying party, that involves any action by the Buyer other than the payment of money which is fully satisfied by the Seller’s obligations hereunder shall not be concluded without the prior written approval of the Buyer, unless such approval is unreasonably withheld, delayed or conditioned; and, provided further, that any such settlement or resolution contemplated by the Buyer, as the indemnifying party, that involves any action by the Sellers other than the payment of money shall not be concluded without the prior written approval of each of the indemnified Sellers, which approval shall not be unreasonably withheld, delayed or conditioned. Without limiting the generality of the foregoing, the Buyer will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateBuyer will cause the employees of the Buyer and the Company to, or (ii) cooperate at Sellers' expense with the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding Representative and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Seller in connection with the defense of such Proceeding, other than reasonable costs of investigation. If any matter for which any Seller is the indemnifying party assumes the defense of a Proceedingparty. Such cooperation shall include, without limitation, (i) no compromise assisting in the collection and preparation of discovery materials, (ii) meeting with (and making employees available to meet with) the indemnifying Sellers and/or their counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial, and (iii) providing to the indemnifying Sellers and/or their counsel all information under the control of the Buyer or settlement of such claims may be effected the Company that is deemed necessary by the indemnifying party without Sellers and/or their counsel for the indemnified party's consent unless (A) there is no finding defense or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement prosecution of such claims effected without its consentmatter. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party.(c) (ci) Notwithstanding the foregoing, if an indemnified (A) the indemnifying party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled does not give written notice to indemnification under this Agreement, the indemnified party maywithin the period specified in Section 7.4(a) stating that the indemnifying party has elected to assume defense of such third-party claim and the indemnifying party acknowledges that any Losses incurred by the indemnified party that may arise from such third-party claim shall constitute Losses for which the indemnifying party shall be obligated to indemnify the indemnified party hereunder, by notice (B) at any time the indemnifying party shall fail to carry out such defense or handling diligently and in such manner as is reasonable under the circumstances, (C) the third-party claim involves such matters as in the good faith judgment of the Buyer may result in a material adverse impact on the business, obligations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise), material customer or supplier relationships or prospects of the Buyer or its Affiliates or (d) the indemnified party has reasonably determined, upon advice of counsel, that having common counsel with the indemnifying party would present such counsel with a conflict of interest or that, upon advice of counsel, there may be legal defenses available to such indemnified party which are different from or in addition to those available to the indemnifying party, and following a good faith attempt to consult with then the provisions of Section 7.4(c)(ii) below shall govern. (ii) The indemnified party may, at the indemnifying party’s expense, assume the exclusive right select counsel reasonably satisfactory to defend, compromise, or settle such Proceeding, but the indemnifying party will to defend or handle such third-party claim in a manner that is reasonable under the circumstances; provided, however, that the indemnified party shall keep the indemnifying party timely apprised of the status of such third-party claim. The indemnified party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected settle such third-party claim without its the prior written consent under the indemnifying party (which may consent shall not be unreasonably withheld, conditioned or delayed). If the indemnified party defends or handles such third-party claim, the indemnifying party shall cooperate with the indemnified party and shall be entitled to participate in the defense of handling of such third-party claim with its own counsel and at the indemnifying party’s expense. In addition, in the event that the indemnifying party is not permitted to assume the defense of the third-party claim solely by virtue of clause (D) of subparagraph (c)(i) above, then the indemnifying party shall be permitted to pursue, at its own expense, settlement discussions directly with any other Parties involved in such third-party claim. Notwithstanding the preceding sentence, the indemnifying party shall not, without the prior written consent of the indemnified party agree to a settlement of any third-party claim, unless (A) the settlement is for monetary damages only for amounts which the Sellers agree to pay, and with respect to claims by any indemnified party provides an unconditional release and discharge of the indemnified Parties, and the indemnified party has no reasonable good faith objection to the form or substance of such discharge and release and (B) the indemnified party shall not have reasonably objected to any such settlement on the grounds that the circumstances surrounding the settlement could adversely impact the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition, financial or otherwise, material, customer or supplier relationships or prospects of the Buyer or its Affiliates or could establish or contribute to a precedential customer practice which could have a material adverse effect on the continuing business interest of the Buyer or its Affiliates.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an An indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, hereunder shall give reasonably prompt notice to the indemnifying party of the commencement any action or proceeding commenced against it in respect of such claim or threatened Proceedingwhich indemnity may be sought hereunder, but the failure to so notify the indemnifying party will (i) shall not relieve such indemnifying party from any liability which it may have under the indemnity agreement provided in Sections 3.1 or 3.2 above, unless and to the extent it did not otherwise learn of such action and the lack of notice by the indemnified party results in the forfeiture by the indemnifying party of substantial rights and defenses, and (ii) shall not, in any event, relieve the indemnifying party of from any liability that it may have to any indemnified party, except obligations to the extent that indemnified party other than the indemnification obligation provided under Sections 3.1 or 3.2 above. If the indemnifying party demonstrates that so elects within a reasonable time after receipt of such notice, the indemnifying party may assume the defense of such action or the ability of proceeding at such indemnifying party’s own expense with counsel chosen by the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced and approved by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, which approval shall not be unreasonably withheld; except that, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in will not settle any such Proceeding and, action or proceeding or consent to the extent that it wishes (entry of a judgment in any such action or proceeding without the written consent of the indemnified party unless (i) as a condition to such settlement, the indemnifying party secures the unconditional release of the indemnified party and (ii) the settlement does not include any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party; and provided, further, that if the indemnified party reasonably determines that a conflict of interest exists where it is advisable for the indemnified party to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to it which are different from or in addition to those available to the indemnifying party, then the indemnifying party shall not be entitled to assume such defense and the indemnified party shall be entitled to separate counsel at the indemnifying party’s expense. If the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), not entitled to assume the defense of such Proceeding with action or proceeding as a result of the second proviso to the preceding sentence, the indemnifying party’s counsel satisfactory shall be entitled to conduct the indemnifying party’s defense and counsel for the indemnified party andshall be entitled to conduct the defense of the indemnified party, after notice from it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the indemnifying party to the indemnified party of its election is not so entitled to assume the defense of such Proceedingaction or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party will not, as long as it diligently conducts such defense, be liable to pay the indemnified party under this Section 10 reasonable fees and expenses of counsel for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party. In such event, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does nothowever, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by liable for any determination of a Proceeding so defended or any compromise or settlement effected without its the written consent (which may of the indemnifying party. If an indemnifying party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the indemnifying party shall not be unreasonably withheld)liable for any fees and expenses of counsel for the indemnified party incurred thereafter in connection with such action or proceeding. Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.3, each Person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Holder, and each director of the Company, each officer of the Company who signed such registration statement and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company. If the indemnification provided for in this Article III is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of the Holder of Registration Shares, to an amount equal to the net proceeds actually received by the Holder from the sale of Registration Shares effected pursuant to such Registration Statement. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (aA) Promptly after receipt by an indemnified Any party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if making a claim is to be made against an indemnifying party under such Section, give notice to for indemnification hereunder shall promptly notify the indemnifying party of the commencement of such claim or threatened Proceedingin writing, but describing the claim in reasonable detail, the estimated amount thereof (to the extent known and quantifiable) , and the basis therefor; provided, that the failure to notify the indemnifying party will provide prompt notice shall not relieve the indemnifying party of any liability that it may have to any indemnified partyits indemnification obligations hereunder, except to the extent that the indemnifying party demonstrates that is actually prejudiced by the failure to give such prompt notice. (B) If a claim for indemnification hereunder is based on a claim by a third party, the indemnifying party shall have the right to assume the entire control of the defense thereof, including at its own expense, employment of such action or counsel reasonably satisfactory to the ability indemnified party, and, in connection therewith, the party claiming indemnification shall cooperate fully with the reasonable requests of the indemnifying party to obtain otherwise and make available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party all pertinent information under its control reasonably requested by the indemnifying party; provided, that the indemnified party may participate in any proceeding with counsel of its choice at its expense. Notwithstanding the commencement of such Proceedingforegoing, the indemnifying party will, unless shall not have the claim involves Taxes, be entitled right to participate in such Proceeding and, assume or continue to control the extent that it wishes (unless defense (i) if the indemnifying party is also a party fails to such Proceeding and defend the indemnified party determines proceeding in good faith that joint representation would be inappropriatefaith, or (ii) if, in the case of the Securityholders as the indemnifying party fails party, the amount of Escrow Funds held under the Escrow Agreement available at such time to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide satisfy any potential indemnification with respect to such Proceeding), proceeding is less than the lesser of $5 million and the amount of the claim related to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationproceedings. If the indemnifying party assumes the defense of a Proceedingproceeding, (ix) no compromise or settlement of any such claims claim may be effected by the indemnifying party without the indemnified party's consent unless (A1) there is no finding or admission of any violation of Legal Requirements any law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B2) the sole relief provided is monetary damages that (A) if the indemnifying party is the Securityholders, after giving effect to the applicable limits in subsection 6.2, at least 51% of which are paid in full by the amounts remaining in the Escrow Funds at the time of such settlement that are not subject to a separate indemnity claim by Buyer at such time and (B) if the indemnifying partyparty is the Buyer, the damages are paid in full by the Buyer; and (iiy) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given This Section 6.4(b) does not relate to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice indemnification with respect to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made matters set forth in such Proceeding Section 2.9 or any compromise or settlement effected by the indemnified partyPre-Closing Taxes. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7, shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of such action shall not relieve the indemnifying party of from any liability in respect of such action that it may have to any such indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party demonstrates that the defense of such action was or the ability of is actually prejudiced thereby, and in no event shall relieve the indemnifying party from any other liability that it may have to obtain otherwise available insurance proceeds is materially such indemnified party to the extent the indemnifying party has not actually been prejudiced by the indemnified party's failure to give thereby. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an any indemnified party and it gives notice to the such indemnified party shall notify an indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) the may wish, jointly with any other indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)similarly notified, to assume the defense of such Proceeding thereof, with counsel reasonably satisfactory to such indemnified party. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of any such action as the result of which any remedy or relief, other than monetary damages for which the indemnifying party shall be responsible hereunder, shall be applied to or against the indemnified party, without the prior written consent of the indemnified party. An indemnifying party may not assume or jointly assume the defense of an action if in the reasonable judgment of the indemnified party a conflict of interest may exist between the indemnifying party and such indemnified party with respect to such action. An indemnifying party who is not entitled to, who elects not to, or who has not appointed counsel reasonably satisfactory to the indemnified party andwithin a reasonable time to, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingan action shall be obligated to pay the fees and expenses of counsel for the indemnified party; PROVIDED, HOWEVER, that the indemnifying party will not, as long as it diligently conducts shall not be obligated to pay the fees and the expenses of more than one counsel (plus local counsel if necessary) for all parties who may be indemnified by such defense, be liable to the indemnified indemnifying party under this Section 10 for any fees of other counsel or any other expenses with respect to such action, unless in the defense reasonable judgment of such Proceeding, in each case subsequently incurred by the any indemnified party in connection a conflict of interest exists between such indemnified party and any other indemnified party with the defense of respect to such Proceeding, other than reasonable costs of investigationaction. If the indemnifying party assumes does not assume the defense of a Proceedingan action, (i) no compromise or it shall be bound by any settlement to which the indemnified party agrees, irrespective of such claims may be effected by whether the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims consents thereto; PROVIDED, HOWEVER, that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and if the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to not assume the defense of such Proceedingan action because of a conflict of interest that prevented it from doing so, then the indemnifying party will shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for to which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice agrees and to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but which the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent consents (which may consent shall not be unreasonably withheld). If any settlement of any claim is effected by the indemnified party prior to commencement of any action relating thereto, the indemnifying party shall be bound thereby only if it has consented in writing thereto. In any action with respect to which the indemnifying party has assumed the defense thereof, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice; PROVIDED, HOWEVER, that the indemnifying party shall be relieved of the obligation hereunder to reimburse the indemnified party for the costs of such counsel.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party indemnified under paragraph (a) Promptly or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of any claim or the commencement of any Proceeding action against it or of notice that such Proceeding has been Threatened against it, such indemnified party willin respect of which indemnity may be sought, if a claim is to be made against an indemnifying party under such Section, give notice to notify the indemnifying party in writing of the commencement of such claim or threatened Proceeding, but the commencement thereof; provided that the failure to notify the indemnifying party will shall not relieve the indemnifying party of it from any liability that which it may have to any an indemnified partyparty on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent (and only to the extent) that the indemnifying party demonstrates that the defense of was prejudiced by such action or the ability of failure, and in no event shall relieve the indemnifying party from any other liability which it may have to obtain otherwise available insurance proceeds is materially prejudiced by the such indemnified party's failure to give such notice. (b) . If any Proceeding referred to in Section 10.4(a) is such claim or action shall be brought against an indemnified party party, and it gives notice to shall notify the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein, and, to the extent that it wishes (unless (i) the wishes, jointly with any other similarly notified indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)party, to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the indemnified party, but only upon written acknowledgment from the indemnified party and, after that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party under this Agreement. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or action, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified party under this Section 10 7 for any fees of other counsel legal or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, thereof other than reasonable costs of investigation. If ; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the indemnifying party assumes meaning of the defense of a ProceedingSecurities Act, (i) no compromise or settlement of such claims may be effected shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party; and (ii) , the indemnified party will have no liability shall continue to be entitled to participate in the defense thereof, with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense of such Proceedingown choice, but, except as set forth above, the indemnifying party will shall not be bound by any determination made in such Proceeding or any compromise or settlement effected by obligated hereunder to reimburse the indemnified party. (c) Notwithstanding party for the foregoingcosts thereof. In all instances, if the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it respect of any loss, claim, damage or its affiliates other than liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of monetary damages such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in Uniview. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for which it would purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle contribution from any person who was not guilty of such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)fraudulent misrepresentation.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if If a claim by a third party is to be made against an indemnifying any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 7.02 or 7.03 hereof, the party or parties seeking such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to indemnification shall promptly notify the indemnifying party will or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not relieve affect the indemnifying rights of the indemnified party of any liability that it may have to any indemnified partyor parties hereunder, except to the extent that such failure materially and adversely affects the indemnifying party demonstrates that or parties due to the inability to timely defend such action. The indemnifying party or parties shall have ten (10) business days after said notice is given to elect, by written notice given to the indemnified party or parties, to undertake, conduct and control, through counsel of their own choosing (subject to the consent of the indemnified party or parties, such consent not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such action claim, and the indemnified party or the ability of parties shall cooperate with the indemnifying parties in connection therewith; provided: (a) all settlements require the prior reasonable consultation with the indemnified party to obtain otherwise available insurance proceeds is materially prejudiced by and the prior written consent of the indemnified party's failure to give such notice. , which consent shall not be unreasonably withheld, and (b) If any Proceeding referred to in Section 10.4(a) is brought against an the indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, or parties shall be entitled to participate in such Proceeding andsettlement or defense through counsel chosen by the indemnified party or parties, provided that the fees and expenses of such counsel shall be borne by the indemnified party or parties. Notwithstanding the foregoing, with respect to any third-party claim, the extent that it wishes (unless (i) defense, negotiation or settlement of which the indemnifying party is also a has taken control, the indemnified party shall have the right to retain separate counsel to represent it, and the indemnifying party shall pay the reasonable fees and expenses of such Proceeding separate counsel, if the third-party claim includes both indemnifying and indemnified parties and the indemnified party reasonably determines in good faith that joint representation would be inappropriate, a conflict of interest may exist or (ii) that defenses are available to it that are unavailable to the indemnifying party. So long as the indemnifying party fails to provide reasonable assurance to or parties are contesting any such claim in good faith, the indemnified party of its financial capacity to defend or parties shall not pay or settle any such Proceeding and provide indemnification with respect to such Proceeding)claim; provided, to assume however, that notwithstanding the defense of such Proceeding with counsel satisfactory to foregoing, the indemnified party andor parties shall have the right to pay or settle any such claim at any time, after notice from provided that in such event they shall waive any right of indemnification therefor by the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationparties. If the indemnifying party assumes or parties do not make a timely election to undertake the good faith defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the claim as aforesaid, or if the indemnifying party without parties fail to proceed with the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise good faith defense or settlement of the matter after making such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does notelection, within ten days after the indemnified party's notice is giventhen, give notice to the indemnified party of its election to assume the defense of in either such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementevent, the indemnified party mayor parties shall have the right to contest, by notice to settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the prior written consent of the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its which consent (which may shall not be unreasonably withheld)) the claim at their exclusive discretion, at the risk and expense of the indemnifying parties.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an An indemnified party under Section 10.2 8.2 or 10.38.3, of as the case may be (an “Indemnified Person”) that has (or believes that it has) a claim for indemnification under this Article VIII, other than a claim for indemnification that involves a third party claim, shall give written notice to Buyer or the Shareholders’ Committee, as applicable (each, an “Indemnifying Person”, as applicable) (a “Claim Notice”), requesting indemnification and describing in reasonable detail to the extent then known the nature of the commencement indemnification claim being asserted by the Indemnified Person, providing therein an estimate of any Proceeding against it the amount of Damages attributable to the claim to the extent feasible (which estimate may be but shall not necessarily be conclusive of the final amount of such claim), and also providing therein the basis for and factual circumstances surrounding the Indemnified Person’s request for indemnification under this Article VIII. The Indemnifying Person shall, within thirty (30) days after its receipt of a Claim Notice, notify the Indemnified Person in writing as to whether the Indemnifying Person admits or of disputes the claim described in the Claim Notice. If the Indemnifying Person gives written notice that it admits the indemnification claim described in such Proceeding has been Threatened against itClaim Notice, then the Indemnified Person shall be entitled to indemnification pursuant to the provisions of this Article VIII, and subject to the limitations hereof, with respect to the estimated amount of Damages stated in the Claim Notice. If the Indemnifying Person notifies the Indemnified Person in writing that it disputes such indemnified party willclaim for indemnification, or that it admits the entitlement of the Indemnified Person to indemnification under this Article VIII with respect thereto but disputes the amount of the Damages in connection therewith, or if the Indemnifying Person fails to notify the Indemnified Person within such thirty (30) day period that it either admits or disputes such claim for indemnification, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Person and the Indemnifying Person or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Person or the Indemnified Person, or by any other mutually agreeable method. Payment of all amounts determined pursuant to this Section 8.7 to be owed to a Buyer Indemnified Person shall be made (y) by the Escrow Agent, first to the extent of the Escrow Consideration, upon the written instruction for the making of such payment by both the Shareholders’ Committee and Buyer, and/or (z) after the Escrow Consideration is exhausted, by the Sellers by wire transfer to an account specified by Buyer, in each case within ten (10) days after (i) the making of a binding settlement approved by the Shareholders’ Committee and Buyer, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Buyer and the Shareholders’ Committee. Payment of all amounts determined pursuant to this Section 8.7(a) to be owed to a Seller Indemnified Person shall be made by Buyer within ten (10) days after (i) the making of a binding settlement approved by the Shareholders’ Committee and Buyer, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Buyer and the Shareholders’ Committee. (b) If a claim is to be made asserted against an indemnifying Indemnified Person by a person other than a party to this Agreement and is based on factual allegations which, if true, would entitle the Indemnified Person to indemnification under Section 8.2 or 8.3 (any such Sectionclaim is a “Third Party Claim”), the Indemnified Person against whom the Third Party Claim is asserted shall give notice a Claim Notice to the indemnifying party Indemnifying Person of the commencement assertion of such claim Third Party Claim, describing in such notice in reasonable detail to the extent then known the nature of the Third Party Claim and the factual basis and circumstances surrounding same and estimating the amount of Damages attributable to such Third Party Claim to the extent feasible (which estimate shall not be conclusive of or threatened Proceedingbinding as to the final amount of such indemnification claim). A copy of all papers served on or received by the Indemnified Person with respect to such Third Party Claim, but if any, shall be attached to the Claim Notice. The failure of an Indemnified Person to notify properly deliver a Claim Notice to the indemnifying party will Indemnifying Person shall not relieve defeat or prejudice the indemnifying party indemnification rights under this Article VIII of any liability that it may have such Indemnified Person with respect to any indemnified party, the related Third Party Claim unless and except to the extent that the indemnifying party demonstrates that resulting delay is materially prejudicial to the defense of such action the Third Party Claim or the ability amount of Damages associated therewith. Within fifteen (15) days after receipt of any Claim Notice with respect to a Third Party Claim (the “Election Period”), the Indemnifying Person shall notify the Indemnified Person who provided the Claim Notice in writing that the Indemnifying Person either (i) disputes the right of the indemnifying party Indemnified Person to obtain otherwise available insurance proceeds is materially prejudiced indemnification under this Article VIII with respect to that Third Party Claim, or (ii) admits the right of the Indemnified Person to indemnification under this Article VIII with respect to Damages arising in connection with that Third Party Claim. The failure of the Indemnifying Person to respond to the Indemnified Person within such fifteen (15) day period after receipt of a Claim Notice by the indemnified party's failure Indemnifying Person shall be deemed to give constitute a response by the Indemnifying Person that it denies the right of such noticeIndemnified Person to indemnification under this Article VIII with respect to that Third Party Claim. (bc) If any Proceeding referred to in Section 10.4(a) the Indemnifying Person admits that an Indemnified Person is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate indemnification under this Article VIII with respect to a Third Party Claim, then in such Proceeding and, to the extent that it wishes (unless event (i) the indemnifying party Indemnifying Person shall vigorously defend the Third Party Claim with counsel approved by the Indemnified Person (which approval shall not be unreasonably withheld), and (ii) the Indemnifying Person shall not enter into any settlement of the Third Party Claim unless such settlement is also approved in writing by the Indemnified Person (which approval may not be unreasonably withheld or delayed). (If the Shareholders’ Committee is the Indemnifying Person defending a party Third Party Claim, the costs and expenses of such defense shall be payable by (or the Shareholders’ Committee shall be entitled to such Proceeding reimbursement therefor upon demand to) the Escrow Agent from the funds held pursuant to the Escrow Agreement, and Buyer and the indemnified party determines Shareholders’ Committee shall each so instruct the Escrow Agent in good faith writing to that joint representation would effect.) If the Indemnifying Person disputes the right of the Indemnified Person to indemnification under this Article VIII with respect to the Third Party Claim described in a Claim Notice, then in such event (i) the Indemnified Person may defend the Third Party Claim with counsel of its choice and may enter into a settlement thereof without seeking or obtaining approval of the Indemnifying Person as to counsel employed or for the making of such settlement, and (ii) the amount of damages incurred by the Indemnified Person in connection with such Third Party Claim, and the Indemnified Person’s right to indemnification under this Article VIII with respect thereto, shall be inappropriatea disputed indemnification claim to be resolved by settlement between the Indemnifying Person and the Indemnified Person, or by appropriate proceedings in any court of competent jurisdiction. Payment of all amounts determined pursuant to this subsection (c) to be owed to a Buyer Indemnified Person shall be made (y) by the Escrow Agent, first to the extent of the Escrow Consideration, upon the written instruction for the making of such payment by both the Shareholders’ Committee and Buyer, and/or (z) after the Escrow Consideration is exhausted, by the Sellers by wire transfer to an account specified by Buyer, in each case within ten (10) days after (i) the making of a binding settlement approved in writing by the Shareholders’ Committee and the Buyer Indemnified Person, or (ii) the indemnifying party fails to provide reasonable assurance expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the indemnified party mutual written agreement of its financial capacity the Shareholders’ Committee and the Buyer Indemnified Person. Payment of all amounts determined pursuant to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect 8.7(c) to the defense of such Proceedingbe owed to a Seller Indemnified Person shall be made by Buyer, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, within ten (10) days after (i) no compromise the making of a binding settlement, or settlement (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such claims may be effected liability and amount by any other resolution method undertaken pursuant to the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation mutual written agreement of the rights of Shareholders’ Committee and the Buyer Indemnified Person. (d) With respect to any third-party claim subject to indemnification under this Article VIII: (i) both the Indemnified Person and no effect on the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third Party Claim and any other claims that may be made against the indemnified partyrelated Proceedings at all stages thereof where such Person is not represented by its own counsel, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified Indemnified Person and Indemnifying Person shall render to each other such assistance as they may reasonably require of each other and cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party will have no liability with claim. (e) With respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled Third Party Claim subject to indemnification under this AgreementArticle VIII, the indemnified party may, by notice Parties shall cooperate in such a manner as to preserve in full (to the indemnifying partyextent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its reasonable best efforts, in respect of any third-party claim in which it has assumed or has participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and following a good faith attempt (ii) all communications between any Parties hereto and counsel responsible for or participating in the defense of any Third Party Claim will, to consult with the indemnifying partyextent possible, assume the exclusive right be made so as to defend, compromise, preserve any applicable attorney-client or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)work-product privilege.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice PETsMART and the Surviving ----------------------------------------------------------- Corporation with Respect to Non-Third Party Claims. Prior to termination of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it-------------------------------------------------- escrow for the Escrow Consideration, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to PETsMART and the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will Affiliated Parties shall not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate seek recourse against a Shareholder in satisfaction of a claim under Section 6.2 without first seeking recourse against the Escrow ----------- Consideration allocable to such Proceeding andShareholder in the escrow, to the extent that it wishes (unless (i) the indemnifying party is also a party amount of such claim against such Shareholder, when taken together with all other claims against such Shareholder by all of the indemnified parties, exceeds the amount of the Escrow Consideration allocable to such Proceeding and Shareholder in escrow at the time such claim is initiated, in which event the indemnified party determines may seek direct recourse against such Shareholder in good faith respect of such claim. If PETsMART shall have any claim against the Shareholders pursuant to this Article 6 for which it seeks recourse against the Escrow Consideration (but excluding claims resulting from the assertion of liability by third parties), PETsMART shall promptly give written notice thereof to the Escrow Agent (as defined in the Escrow Agreement) and the Shareholders' Representative, including in such notice a brief description of the facts upon which such claim is based and the amount thereof. If the Shareholders' Representative objects to the allowance of any such claims, it shall give written notice to PETsMART and the Escrow Agent within twenty days following receipt of PETsMART's notice of claim, advising PETsMART and the Escrow Agent that joint representation would it does not consent to the delivery of any or some of the Escrow Consideration out of escrow for application to such claims. If no such written notice is timely provided by the Shareholders' Representative to PETsMART and the Escrow Agent and received by the Escrow Agent within twenty days following the Shareholders' Representative's receipt of PETsMART's notice of claim, the Escrow Agent shall, within five business days after the expiration of the prior notice period, deliver out of escrow the lesser of: (a) the portion of the Escrow Consideration most nearly equal in value to the amount of the claim or claims thus to be inappropriatesatisfied, or (iib) all of the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationEscrow Consideration. If the indemnifying party assumes Shareholders' Representative notifies PETsMART and the defense Escrow Agent receives written notice within the foregoing twenty day period that the Shareholders' Representative objects to such application of the Escrow Consideration after a Proceedingclaim has been made, (i) no compromise the Escrow Agent shall hold the Escrow Consideration in an amount most nearly equal in value to the amount of the claim or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of then made in escrow until the rights of any Person the Shareholders and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability PETsMART with respect to any compromise thereto have been agreed upon between the Shareholders' Representative and PETsMART in accordance with the Escrow Agreement and the Escrow Agent receives written notice accordingly or settlement of such claims effected without its consentthe Escrow Agent is directed by a court or arbitration panel. If notice is given any distribution referred to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).this

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any Person entitled to ----------------------------- indemnification hereunder shall (ai) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give prompt written notice to the indemnifying party of the commencement of such any claim or threatened Proceeding, but with respect to which it seeks indemnification (provided that the failure to notify the indemnifying party will give prompt notice shall not relieve the indemnifying party of impair any liability that it may have Person's right to any indemnified party, except indemnification hereunder to the extent that such failure has not prejudiced the indemnifying party demonstrates that the defense of party) and (ii) unless in such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give reasonable judgment a conflict of interest between such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification parties may exist with respect to such Proceeding)claim, permit such indemnifying party to assume the defense of such Proceeding claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the party. If such defense of such Proceedingis assumed, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable subject to the indemnified party under this Section 10 any liability for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred settlement made by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. Notwithstanding anything in this Section 7(c) to the contrary, in the event the Company determines, in good ------------ faith, that a claim materially affects the interests of the Company, the Company may solely control the defense of such claim with counsel reasonably satisfactory to the indemnified holders of Registrable Securities, and the provisions concerning settlement set forth in the second sentence of this Section 7(c) shall apply. In the event the Company is an indemnified party ------------ pursuant to this Section 7, the indemnifying party may be subject to liability ---------- if the Company settles a claim in good faith and in a reasonable manner.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Each party seeking to be reimbursed, indemnified, defended, and/or held harmless under Sections 14.1 or 14.2 (each, an ‘indemnitee”) shall (a) Promptly after receipt by an indemnified provide the party under Section 10.2 or 10.3obligated to indemnify such Indemnitee (the “Indemnitor”) with prompt, of written notice of any claim, suit, demand, or other action for which such Indemnitee seeks to be reimbursed, indemnified, defended, and/or held harmless (each, a “Claim”), which notice shall include a reasonable identification of the commencement alleged facts giving rise to such Claim; (b) grant such party reasonable authority and control over the defense and settlement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, Claim; and (c) reasonably cooperate with such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party and its agents in defense of any liability that it may such Claim, at the Indemnitor’s expense. Each Indemnitee shall have the right to any indemnified party, except to the extent that the indemnifying party demonstrates that participate in the defense of any Claim for which Indemnitee seeks to be reimbursed, indemnified, defended, or held harmless, by using attorneys of such action or the ability Indemnitee’s choice, at such Indemnitee’s expense. Any settlement of the indemnifying party a Claim for which any Indemnitee seeks to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such noticebe [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives notice ] reimbursed, indemnified, defended, and/or held harmless under this Article 14 shall be subject to the indemnifying party of the commencement prior written approval of such ProceedingIndemnitee, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may approval shall not be unreasonably withheld), conditioned, or delayed.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 9.2 or 10.3, 9.3 of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceedingthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give therein. In case any such notice. (b) If any Proceeding referred to in Section 10.4(a) is action shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party under this Section 10 shall not be responsible for any fees paying for more than one separate firm of other counsel or any other expenses with respect attorneys to the defense of such Proceeding, in each case subsequently incurred by represent the indemnified party in connection with parties, regardless of the defense number of such Proceeding, other than reasonable costs of investigationindemnified parties. If the indemnifying party assumes elects to assume the defense of a Proceedingsuch action, (ia) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt If any Person to be indemnified under this Article XII has suffered or incurred any Losses with respect to which indemnification is to be sought hereunder, the indemnified party shall so notify the party from whom indemnification is sought promptly in writing describing such Losses, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Losses. If a claim or demand by a third party is made against an indemnified party or any action at law or suit in equity is instituted against an indemnified party by a third party (each claim, demand, action or suit by a third party, a "Third Party Claim"), and if an indemnified party intends to seek indemnity with respect thereto under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itthis Article XII, such indemnified party will, if a claim is to be made against an shall promptly notify the indemnifying party under in writing of such Section, give notice Third Party Claim setting forth such Third Party Claim in reasonable detail and tender to the indemnifying party the defense of such Third Party Claim. The failure of the commencement of such claim or threatened Proceeding, but the failure indemnified party to notify give the indemnifying party will prompt notice, to provide notice in the form required or tender the defense of a Third Party Claim as provided herein shall not relieve the indemnifying party of any liability that it may have to any indemnified partyof its obligations under this Article XII, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party and it gives failure. For 30 days after receipt of such notice to the indemnifying party shall have the right but not the obligation to undertake the conduct and control, through counsel of its own choosing and at its own expense, of the commencement settlement or defense of such Proceedingany Third Party Claim, and the indemnified party shall cooperate with the indemnifying party willin connection therewith; provided, unless that if the claim involves Taxesindemnifying party elects to undertake the conduct and control of such settlement or defense, be entitled to then the indemnified party may participate in such Proceeding andsettlement or defense through counsel chosen by such indemnified party provided that the fees and expenses of such counsel shall be borne by such indemnified party; provided, further, that pending the indemnifying party's decision whether to exercise its right to undertake the extent that it wishes (unless (i) conduct and control of the settlement or defense of any Third Party Claim, the indemnified party shall undertake, conduct and control the settlement or defense thereof, through counsel of its own choosing. So long as the indemnifying party is also a party to reasonably contesting any such Proceeding and claim in good faith, the indemnified party determines in good faith that joint representation would be inappropriateshall not pay or settle any such Third Party Claim. Notwithstanding the foregoing, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity shall have the right to defend pay or settle any such Proceeding and provide indemnification with respect Third Party Claim; provided, that in such event it shall waive any right to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from indemnity therefor by the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationparty. If the indemnifying party assumes does not notify the indemnified party within 30 days after the receipt of the indemnified party's notice of a claim of indemnity hereunder in connection with a Third Party Claim that it elects to undertake the settlement or defense thereof, the indemnified party shall have the right to conduct and control the defense thereof and to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall not, except with the consent of a Proceedingthe indemnified party, enter into any settlement or consent to entry of any judgment unless: (i) no compromise such settlement or judgment includes as an unconditional term thereof the giving by the person or persons asserting such claim to all indemnified parties an unconditional release from all liability with respect to such claim and (ii) the relief provided in connection with such settlement of such claims may be or judgment effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full satisfied entirely by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party under Section 10.2 9.2 or 10.3, 9.3 of a notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against itaction, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim or threatened Proceeding, but the thereof. The failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified partyparty with respect to such action, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially shall have been actually prejudiced by the indemnified party's failure to give such notice. (b) If . In case any Proceeding referred to in Section 10.4(a) is such action shall be brought against an indemnified party and it gives shall give written notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party will, unless the claim involves Taxes, shall be entitled to participate in such Proceeding therein and, to the extent that it wishes (unless (i) may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), elects to assume the defense of such Proceeding with counsel satisfactory to action, the indemnified party and, after notice from shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party of its election shall be entitled to assume the defense of such Proceedingaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, shall be liable to responsible for paying for separate counsel for the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigationparty. If the indemnifying party assumes elects to assume the defense of a Proceedingsuch action, (ia) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which may shall not be unreasonably withheld).

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- Any Party entitled to indemnification under this Section 9 (aan “Indemnified Party”) Promptly after receipt by an indemnified party under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, will give written notice to the indemnifying party (“Indemnifying Party”) (i) stating, to the extent reasonably practicable, a non-binding, preliminary good faith estimate of the commencement amounts of such Losses; and (ii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such liability, and the nature of the indemnifiable matters giving rise to a claim or threatened Proceedingfor indemnification to which such item is related; provided however, but that only Parent may seek remedy against the Indemnifying Parties on behalf of any other Indemnified Party, and provided, further, that the failure of any party entitled to notify the indemnifying party will indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of any liability that it may have to any indemnified party, its obligations under this Section 9 except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds Indemnifying Party is materially actually prejudiced by the indemnified party's such failure to give notice. In the event Parent becomes aware of a third party claim (a “Third Party Claim”) which Parent reasonably believe may result in a claim for indemnification pursuant to this Section 9, Parent shall promptly notify the applicable Indemnifying Party (or Parties), of such notice. (b) If claim, and provide the Indemnifying Party with information reasonably requested by Indemnifying Party related to such claim, including without limitation, which indemnifiable matter such Third Party Claims relates to, and in case any Proceeding referred to in Section 10.4(a) such Third Party Claim is brought against an indemnified party Indemnified Party in respect of which indemnification is sought hereunder, the Indemnifying Party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the Indemnifying Party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the Indemnifying Party advises an Indemnified Party that it gives will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of the indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnifying party Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim provided that any compromise or settlement shall be subject to the prior written consent of the commencement Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such Proceedingclaim, proceeding or action, the indemnifying party willIndemnified Party’s costs and expenses arising out of the defense, unless settlement or compromise of any such action, claim or proceeding shall be Losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any settlement negotiations or defense of any such action or claim involves Taxesby the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to the Indemnified Party, which relates to such action or claim. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding anddefense with counsel of its choice at its sole cost and expense. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 9 to the extent that it wishes (unless (i) contrary, the indemnifying party is also a party Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to such Proceeding and entry of any judgment in respect thereof which imposes any future obligation on the indemnified party determines in good faith that joint representation would be inappropriateIndemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or (ii) the indemnifying party fails to provide reasonable assurance plaintiff to the indemnified party Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with a release from all liability in respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to claim. In the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel event that Parent or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there Indemnified Party is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification recover the same indemnifiable Losses under more than one provision of this Agreement, the indemnified party may, by notice Parent or any other Indemnified Party shall only be permitted to the indemnifying partyrecover such indemnifiable Losses one time, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)duplication.

Procedure for Indemnification. THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party Any person entitled to indemnification under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, this Agreement shall (i) give prompt notice to the indemnifying party of the commencement of such any third party claim or threatened Proceeding, but the failure with respect to notify the indemnifying party will not relieve the indemnifying party of any liability that which it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is materially prejudiced by the indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.4(a) is brought against an indemnified party seeks indemnification and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the permit such indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding claim with counsel reasonably satisfactory to the indemnified party andparty; provided, after notice from that any person entitled to indemnification under this Agreement shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses, (B) the indemnified indemnifying party of its election shall have failed to assume the defense of such Proceedingclaim and employ counsel reasonably satisfactory to such person or (C) in the reasonable judgment of any such person, based upon advice of its counsel, conflict of interest may exist between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party will not, as long as it diligently conducts such defense, be liable to shall not have the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election right to assume the defense of such Proceeding, the indemnifying party will be bound claim on behalf of such person). If such defense is not assumed by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by subject to any determination of a Proceeding so defended or liability for any compromise or settlement effected made without its consent (which may but such consent will not be unreasonably withheld, delayed or conditioned). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party and any other of such indemnified parties with respect to such claim, there may be legal defenses available to one which are different from or additional to those available to the other, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. No indemnifying party shall, except with the consent of each indemnified party, consent to any settlement of a claim which includes any material terms other than the payment of money, the unconditional release of the indemnified parties from all liability in respect of such claim and the requirement that the settlement and its terms be kept confidential. The indemnified party shall not unreasonably withhold its consent to any proposed settlement requiring its consent.