Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided (a) Whenever a Claim shall arise for indemnification resulting from or in Section 12.3, promptly after receipt connection with a Claim by a third party (a “Third-Party Claim”) (other than under Section 9.02(b)(iv)), the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis of such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoClaim; provided, however, that failure of to notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been materially prejudiced therebyby such failure. If Following receipt of notice of any Proceeding is commenced against any Indemnitee such Third-Party Claim, and unless (i) the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third Partyconflict of interest, (ii) such Third-Party Claim (or the Indemnitor shall be entitled facts or allegations related to participate in such Proceeding and assume Third-Party Claim) involves criminal allegations or seeks equitable or injunctive relief, (iii) the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall Indemnifying Party does not have the right resources to satisfy such Third-Party Claim or (iv) such Third-Party Claim, if adversely determined, could reasonably be expected to materially adversely affect the business or reputation of the Indemnified Party or its Affiliates, the Indemnifying Party shall have the option, at its cost and expense, to assume the defense of such Third-Party Claim and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any Proceeding if (a) the Indemnitee shall have one such claim or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseproceeding, and the Indemnitor Indemnifying Party shall not settle such Proceeding unless be liable to the settlement shall include Indemnified Party for any fees of other counsel or any other expenses (except as an unconditional term thereof expressly provided to the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability contrary herein) with respect to the matters defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other party and any counsel designated by that are subject to such Proceedingparty. In effecting the settlement or compromise of, or otherwise consenting to the entry of any judgment with respect to, any such Third-Party Claim with respect to which the Indemnifying Party has assumed the defense in accordance with this Section 9.05(a), the Indemnifying Party, or the Indemnified Party, as the case may be, shall have been approved by act in good faith, shall consult with the Indemniteeother party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other party shall consent, such approval consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 Section 12.2 or 14.2 or any other provision Section 12.3 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with third party action or other event for which indemnification may be available under Section 12.2 or 12.3, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such Section, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure so to the Indemnitee to the notify that indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any Proceeding other expenses, in each case incurred by such indemnified party in connection with the indemnified party's own defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel if (a) the Indemnitee shall have indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more legal or equitable defenses available to it which are different from or in addition to those and not available to the Indemnitorindemnifying party which defenses result in a conflict of interest. If an indemnifying party assumes the defense of such an action, and, in (a) such assumption will conclusively establish for purposes of this Agreement that the reasonable opinion claims made are within the scope of outside counsel and subject to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitorindemnification; (b) such Proceeding no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent unless (i) there is reasonably likely to have a material adverse no finding or admission or any violation of law or any violation of the rights of any Person and no effect on any other matter beyond claims that may be made against the scope or limits of indemnified party, and (ii) the indemnification obligation of sole relief provided is monetary damages that are paid in full by the Indemnitorindemnifying party; or and (c) the Indemnitor indemnified party shall not have assumed no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of any claim for indemnification hereunder and the defense of the Proceeding in a timely fashion indemnifying party does not, within ten (but in any event within thirty (3010) days after the indemnified party's notice is given, give notice to the indemnified party of notice of such Proceeding). If the Indemnitor, shall its election to assume the defense of any Proceedingthereof, the Indemnitee shall indemnifying party will be bound by any determination made in connection therewith or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a third-party claim may adversely affect it or its Affiliates other than as a result of monetary damages for which if would be entitled to participate in any Proceeding at its expenseindemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such third-party claim. Both the indemnified party and the Indemnitor indemnifying party shall not settle such Proceeding unless keep the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release other fully informed of the Indemnitee, from status of any claim for which indemnification has been sought at all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedstages thereof.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt Any claims for indemnification by a any party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") from any party hereunder (an "INDEMNITOR") under Sections 14.1 or 14.2 or any other provision this ARTICLE XI shall be made by an Indemnified Party by delivery of this Agreement a written notice to the Indemnitor requesting indemnification (an "INDEMNIFICATION CLAIM") and specifying the “Indemnitee”) basis on which indemnification is sought and the amount of asserted Losses. Indemnitor shall have 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim to object to such Indemnification Claim by delivery of a written notice of such objection to the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding Indemnified Party specifying in reasonable detail in light the basis for such objection. If within 30 days after the date on which the Indemnitor receives the notice of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third PartyIndemnification Claim, the Indemnitor has not delivered to the Indemnified Party a notice objecting to all or any portion of the claimed Loss and setting forth the amount of such claimed indemnification for such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to participate in indemnification for such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseLoss, and the Indemnitor shall promptly pay the full amount of such Loss. If, within 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim, the Indemnitor delivers to the Indemnified Party an objection to all or any portion of the claimed Loss, setting forth the amount of such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to reimbursement for the portion of such Loss not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving objected to by the claimant or Indemnitor and the plaintiff Indemnitor shall promptly pay the full amount of a full and unconditional release so much of the Indemnitee, from all Liability with respect Loss as to which the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval Indemnitor did not to be unreasonably withheld, conditioned or delayedobject.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled pursuant to indemnification under Sections 14.1 the provisions of Section 9.1 or 14.2 or any other provision 9.2 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect action involving the subject matter of the foregoing indemnity provisions, such indemnified party shall, if a claim thereof is to be made against an indemnifying party pursuant to the provisions of Section 9.1 or 9.2, promptly notify such indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party will not relieve it from any matter referred liability which it may have to in Sections 14.1 or 14.2 or in any other applicable provision the indemnified party otherwise than hereunder. In case such action is brought against an indemnified party and it notifies the indemnifying party of this Agreementthe commencement thereof, the Indemnitee indemnifying party shall give written notice describing such claim or Proceeding in reasonable detail in light of have the circumstances then known right to participate in, and, to the Indemnitee extent that it may wish, to assume the party obligated defense thereof, with counsel satisfactory to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretosuch indemnified party; provided, however, that failure of if the Indemnitee to keep defendants in any action include both the Indemnitor reasonably informed as provided herein shall not relieve indemnified party and the Indemnitor of its obligations hereunder except to indemnifying party and the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee indemnified party shall have one or more reasonably concluded that there may be legal or equitable defenses available to it which are different from or in addition additional to those available to the Indemnitorindemnifying party, and, in the reasonable opinion or if there is a conflict of outside counsel to the Indemnitee, interest which would prevent counsel for the Indemnitor could indemnifying party from also representing the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not adequately represent be liable to the interests indemnified party pursuant to the provisions of such Section 9.1 or 9.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (a) the indemnified party shall have employed counsel in accordance with the proviso of the Indemnitee because such interests would be in conflict with those of the Indemnitor; preceding sentence, (b) such Proceeding is reasonably likely the indemnifying party shall not have employed counsel satisfactory to have the indemnified party to represent the indemnified party within a material adverse effect on any other matter beyond reasonable time after the scope or limits notice of the indemnification obligation commencement of the Indemnitor; action, or (c) the Indemnitor shall not have assumed indemnifying party has authorized the defense employment of counsel for the indemnified party at the expense of the Proceeding indemnifying party. No indemnifying party, in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingsuch claim or litigation, shall, except with the Indemnitee shall be entitled consent of each indemnified party, consent to participate in entry of any Proceeding at its expense, and the Indemnitor shall judgment or enter into any settlement which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject liability in repsect to such Proceeding, claim or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedlitigation.

Procedures for Indemnification. Except Whenever a claim shall arise for indemnification under Section 12.1 above, with the exception of claims for litigation expenses in respect of a litigation as otherwise to which a notice of claim, as provided below in this Section 12.312.2, promptly after receipt by a has previously been given, which expenses shall be funded on an ongoing basis, the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten (10) business days prior to the time any response to the asserted claim is required, if possible, and in any event within five (5) business days following receipt of notice thereof. Notwithstanding anything in the preceding sentence to the contrary, the failure of any Indemnified Party to so notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor of its obligations hereunder except Indemnifying Party from any liability for indemnification it may have if and to the extent that the Indemnitor is Indemnifying Party shall not have been prejudiced therebyby such omission. If In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding is commenced against any Indemnitee by a Third Partythird party, the Indemnitor shall be entitled to participate in such Proceeding Indemnifying Party may, at its sole cost and expense, assume the defense thereof at the Indemnitor’s sole expensethereof; provided, however, that the Indemnitor Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses attributable to such claim or Legal Proceeding; and, provided further, that Seller shall not be entitled to assume the defense of any claim or Legal Proceeding against Buyer for Taxes with respect to a period ending after the Closing Date. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to any monetary settlement proposed by the Indemnifying Party and which the other party to the action has indicated it is prepared to accept, the Indemnified Party shall in no event be deemed for purposes of this Agreement, to have suffered Losses in connection with such claim or proceeding in excess of the proposed amount of such settlement); provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any such claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend (and, in the case of any claim or Legal Proceeding against Buyer for Taxes with respect to a period ending after the Closing Date, shall defend) against such claim or Legal Proceeding in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 12.2; provided, however, that if the Indemnified Party does not obtain the prior written consent of the Indemnifying Party to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the claim settled. Notwithstanding anything in this Section 12.2 to the contrary, if, in any claim or Legal Proceeding with respect to which the Indemnified Party has given the notice required under this Section 12.2, (i) the Indemnifying Party shall not have promptly employed counsel reasonably satisfactory to the Indemnified Party or (ii) such Indemnified Party shall have reasonably concluded, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then in either event (x) the Indemnified Party may participate in any such proceeding with the counsel of its choice, the expense for which shall be borne by the Indemnifying Party (but in no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Indemnified Party with respect to such claim or proceeding) and (y) the Indemnifying Party shall not have the right to assume direct the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests such action on behalf of the Indemnitee because such interests would Indemnified Party. All payments by the Indemnifying Party pursuant to this Article XII shall be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding cash and in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedimmediately available funds.

Procedures for Indemnification. Except (a) THIRD PARTY CLAIMS. If a claim or demand is made against a Media Information Indemnitee or a New Ceridian Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood, subject to the proviso of the preceding sentence, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled portion relating to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except as otherwise Subject to the following sentence, whenever a claim shall arise for indemnification under this Article 10A, the Indemnified Party shall promptly notify the Indemnifying Party of such claim within the period provided in Section 12.310.01 and, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementwhen known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that failure in the event of any claim for indemnification under this Article 10A resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnitee Indemnified Party shall give such notice thereof to keep the Indemnitor reasonably informed as provided herein Indemnifying Party not later than ten (10) Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five (5) Business Days following receipt of notice thereof. Notwithstanding the foregoing, in the case of claims for indemnification hereunder not arising in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall not relieve submit such claims to the Indemnitor of its obligations hereunder Indemnifying Party in increments aggregating less than $50,000. The Indemnified Party’s failure to give timely notice or to furnish the Indemnifying Party with any relevant facts in connection with any third party claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any prejudice to the Indemnitor is prejudiced therebyIndemnifying Party and provided further that nothing contained herein shall extend the time limits set forth in Section 10.10 hereof. If In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding is commenced against any Indemnitee by a Third third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice within ten (10) Business Days, using counsel that is reasonably satisfactory to the Indemnified Party, provided that any such exercise of the Indemnitor Indemnifying Party’s rights to take control of the defense and investigation of any third party claim shall not be deemed a waiver of the Indemnifying Party’s right to determine at a later date that such third party claim is not entitled to indemnification under this Agreement, in which case the Indemnifying Party may, in the exercise of its sole discretion, determine not to continue to defend any such third party claim and any action taken by the Indemnifying Party in connection with such determination shall be undertaken in a manner so as not to materially prejudice the defense or the rights of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party so as to minimize risk of any such prejudice. Each Indemnified Party shall use commercially reasonable efforts to mitigate Environmental Damages for which it seeks indemnification under this Article 10A. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at including the Indemnitor’s sole expensesettlement of any case that involves solely monetary damages without the consent of the Indemnified Party; provided, however, that the Indemnitor shall not have Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right to assume of control thereof. The Indemnifying Party, if it has assumed the defense of any claim or Legal Proceeding if by a third party as provided herein, shall not consent to, or enter into, any compromise or settlement of (awhich settlement (i) commits the Indemnitee shall have one Indemnified Party to take, or more legal or equitable defenses available to it which are different from or in addition forbear to those available to the Indemnitortake, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; action or (cii) the Indemnitor shall does not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party), from all Liability with respect or consent to the matters entry of any judgment that are subject does not relate solely to monetary damages arising from, any such Proceedingclaim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, or otherwise which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article 10A, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information, provided, that in each case, such access shall be given at reasonable times and upon reasonable notice and without undue interruption to such party’s business or personnel. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 10A.03.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a No party entitled to shall be liable for any Claim for indemnification under Sections 14.1 or 14.2 or any other provision this Article V unless written notice of this Agreement a Claim for indemnification is delivered by the party seeking indemnification (the “IndemniteeIndemnified Party”) of written notice to the party from whom indemnification is sought (the “Indemnifying Party”) prior to the expiration of the assertion or applicable survival period, if any, set forth in Section 6.3. If any third party notifies the commencement of any Proceeding Indemnified Party with respect to any matter referred which may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article V, then the Indemnified Party shall notify the Indemnifying Party promptly thereof in Sections 14.1 or 14.2 or writing and in any other applicable provision of this Agreement, event within 30 days after receiving notice from a third party; provided that no delay on the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light part of the circumstances then known to Indemnified Party in notifying the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter Indemnifying Party shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations Indemnifying Party from any obligation hereunder except to the extent that the Indemnitor Indemnifying Party is materially prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a All notices given pursuant to this Section 5.3 shall describe with reasonable specificity the Third Party Claim and the basis of the Indemnified Party’s Claim for indemnification. Upon the Indemnified Party giving notice of the Third Party Claim to the Indemnifying Party, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and therein and, to the extent desired, to assume the defense thereof at with counsel of its choice as long as the Indemnitor’s sole expense; provided, however, Indemnifying Party agrees in writing that the Indemnitor shall not have Indemnified Party is entitled to indemnification by the right Indemnifying Party for such action. If the Indemnifying Party provides the Indemnified Party with notice of its determination to assume the defense of such Third Party Claim, the Indemnified Party may nevertheless participate in (but not control) such defense, but the Indemnifying Party shall not be liable to the Indemnified Party for any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or other expenses subsequently incurred by the Indemnified Party in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict connection with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days Third Party Claim, other than reasonable costs of investigation, unless the Indemnifying Party does not actually assume the defense thereof following notice of such Proceeding)election. If the Indemnitor, shall Indemnifying Party does not assume the defense of any Proceedingsuch Third Party Claim, the Indemnitee Indemnified Party shall be entitled have the right to participate in undertake the defense of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. Neither the Indemnified Party nor the Indemnifying Party shall consent to the entry or any Proceeding at its expensejudgment or enter into any settlement of any Third Party Claim that might give rise to liability of the other party under this Article V without such party’s consent, and the Indemnitor which consent shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided Any indemnification or advance of expenses (including attorneys’ fees, costs and charges) under this Agreement shall be made promptly, and in Section 12.3any event within 30 days upon the written request of the Indemnitee (and, promptly after in the case of advance of expenses, receipt of a written undertaking by a party or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (be indemnified therefor pursuant to the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision terms of this Agreement, ). The right to indemnification or advances as granted by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 30 days. Such person’s costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall give written notice describing also be indemnified by the Company. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney’s fees, costs and charges) under this Agreement where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the DGCL, as the same exists or Proceeding hereafter may be amended (but, in reasonable detail in light the case of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)any such amendment, and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except only to the extent that such amendment permits the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third PartyCompany to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the Indemnitor burden of proving such defense shall be entitled on the Company. Neither the failure of the Company (including the Board, its independent legal counsel and its stockholders) to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available made a determination prior to the Indemnitorcommencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, andas the same exists or hereafter may be amended (but, in the reasonable opinion case of outside counsel any such amendment, only to the Indemniteeextent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including the Board, its independent legal counsel for and its stockholders) that the Indemnitor could claimant has not adequately represent the interests met such applicable standard of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitorconduct, shall assume be a defense to the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by action or create a presumption that the claimant or has not met the plaintiff applicable standard of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedconduct.

Procedures for Indemnification. Except as otherwise provided in Whenever a Claim shall arise for indemnification under Section 12.39.02, promptly after receipt by a party the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify in writing the Party from which indemnification is sought (the “Indemnifying Party”) of such Claim and, when known, the facts constituting the basis of such Claim, provided that in the event of a Claim for indemnification resulting from or in connection with a Claim by a third party, the Indemnified Party shall give such written notice of thereof to the assertion or Indemnifying Party not later than ten (10) Business Days prior to the commencement of time any Proceeding with respect response to any matter referred to in Sections 14.1 or 14.2 or the third party Claim is required, if possible, and in any other applicable provision event within fifteen (15) Business Days following receipt of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee thereof (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of to timely notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been actually prejudiced therebyby such failure). If Following receipt of notice of any Proceeding is commenced against any Indemnitee such third party Claim, and unless counsel to the Indemnified Party shall have reasonably determined in good faith that the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third Partyconflict of interest, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any Proceeding if (a) the Indemnitee shall have one such claim or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseproceeding, and the Indemnitor Indemnifying Party shall not settle such Proceeding unless be liable to the settlement shall include Indemnified Party for any fees of other counsel or any other expenses (except as an unconditional term thereof expressly provided to the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability contrary herein) with respect to the matters defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with its own counsel and counsel for each Party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that are subject to such ProceedingParty. In effecting the settlement or compromise of, or otherwise consenting to the entry of any judgment with respect to, any such Claim, the Indemnifying Party, or the Indemnified Party, as the case may be, shall have been approved by act in good faith, shall consult with the Indemniteeother Party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other Party shall consent, such approval consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to any matter referred be made against the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full and unconditional release of the Indemnitee, from all Liability with liability in respect to such Claim, action and proceeding. The failure to deliver written notice to the matters Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is materially prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) Purchaser Indemnitee of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementSection 7.2, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known thereof to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)Seller, and thereafter shall keep the Indemnitor Seller reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep give the Indemnitor reasonably informed Seller notice as provided herein shall not relieve the Indemnitor Seller of its obligations hereunder except to the extent that the Indemnitor Seller is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor The Seller shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume join in the defense of said claim, action or proceeding at Seller’s own cost and expense and, if the Seller agrees in writing to be bound by and to promptly pay the full amount of any Proceeding final judgment from which no further appeal may be taken and if (a) the Indemnitee is reasonably assured of the Seller’s ability to satisfy such agreement, then at the option of the Seller, the Seller may take over the defense of such claim, action or proceeding, except that, in such case, the Indemnitee shall have one or more legal or equitable defenses available the right to it which are different from or join in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of said claim, action or proceeding at its own cost and expense and provided that whether or not the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the Seller takes over defense of any Proceedinga claim, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor Seller shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability admit any liability with respect to the matters that are subject to such Proceedingto, or otherwise shall have been approved by the Indemniteesettle, compromise or discharge, such approval claim without the Indemnitees’s prior written consent (which consent shall not to be unreasonably withheld); provided further that the Seller shall not agree, conditioned without the Indemnitee’s consent, to the entry of any Judgment or delayedsettlement, compromise or decree that provides for injunctive or other nonmonetary relief affecting the Indemnitee.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by (a) An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a party entitled to right of indemnification under Sections 14.1 or 14.2 this Agreement or any Ancillary Agreement (other provision than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and contain a reference to the provisions of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement applicable Ancillary Agreement in respect of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision which such right of this Agreement, the Indemnitee shall give written notice describing indemnification is claimed by such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseIndemnitee; provided, however, that the Indemnitor failure to provide such notice shall not have release the right Indemnifying Party from any of its obligations except and solely to assume the defense of any Proceeding if (a) extent the Indemnitee Indemnifying Party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion been materially prejudiced as a result of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to failure. Such Indemnifying Party shall have a material adverse effect on any other matter beyond the scope or limits period of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice after the receipt of such Proceeding)notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the IndemnitorIndemnifying Party under this Section 9.4(a) or, shall assume in the defense case of any Proceedingwritten notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall shall, subject to the provisions of Article X, be entitled free to participate in any Proceeding at its expense, pursue such remedies as may be available to such party as contemplated by this Agreement and the Indemnitor shall not settle such Proceeding unless the settlement shall include Ancillary Agreements, as an unconditional term thereof the giving by the claimant applicable, without prejudice to its continuing rights to pursue indemnification or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedcontribution hereunder.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) an Indemnitee of written notice of the assertion or the commencement of any Proceeding Action by a third party (a “Third-Party Claim”) with respect to any matter referred to in Sections 14.1 Section 9.2 or 14.2 or in any other applicable provision of this AgreementSection 9.3, the applicable Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light thereof to the Indemnifying Party, which notice shall include a description of the circumstances then Action, the amount thereof (if known to and quantifiable) and the Indemnitee to basis for the party obligated to indemnify Indemnitee (the “Indemnitor”)Action, and thereafter shall keep the Indemnitor applicable Indemnifying Party reasonably informed with respect thereto; provided, however, that failure of the applicable Indemnitee to keep give the Indemnitor reasonably informed Indemnifying Party notice as provided herein shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder except to the extent that the Indemnitor Indemnifying Party is materially prejudiced thereby. If any Proceeding is commenced against any Thereafter, the applicable Indemnitee by a Third shall deliver to the Indemnifying Party, promptly following the Indemnitor Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee to the extent relating to the Third-Party Claim and reasonably necessary to the Indemnifying Party’s analysis thereof. A claim for indemnification by an Indemnitee for any matter not involving a Third-Party Claim may be asserted by notice to the Indemnifying Party. The Indemnifying Party shall be entitled have the right to participate in such Proceeding and assume control the defense thereof and handling, and settle or compromise, of any Third-Party Claim at the Indemnitor’s its sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding the defense of such Action giving rise to its claim for indemnification at its the Indemnifying Party’s expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect at its option (subject to the matters that are subject limitations set forth below) by appointing a counsel reasonably acceptable to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not applicable Indemnitee to be unreasonably withheldthe lead counsel in connection with such defense; provided, conditioned or delayed.that:

Procedures for Indemnification. Except ment (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 15 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, then in no event will the 24 24 Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled portion relating to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except If a claim or demand is made against an Indemnitee by any person who is not a party to this Distribution Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Distribution Agreement, such Indemnitee shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 20 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification within such 20 business day period shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 20 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof at with counsel selected by the Indemnitor’s sole expenseIndemnifying Party; providedprovided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, however, that the Indemnitor Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof except as otherwise expressly provided for in Section 2.9 of this Distribution Agreement. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the 20 business day period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above) or (ii) in the event the Indemnitee reasonably determines, based on the advice of its counsel that there shall exist a conflict of interest between the Indemnitee and the Indemnifying Party or that there are defenses available to the Indemnitee that are not available to the Indemnifying Party, the effect of which shall be to make it impractical for the Indemnitee and the Indemnifying Party to be jointly represented by the same counsel, in which case the Indemnifying Party shall be liable for the fees and expenses of one counsel for all Indemnitees in any single or series of related Actions. If the Indemnifying Party so elects to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any ProceedingThird Party Claim, the Indemnitee shall be entitled to participate cooperate with the Indemnifying Party in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless defense or prosecution thereof. If the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff Indemnifying Party acknowledges in writing liability for indemnification of a full and unconditional release of Third Party Claim, then in no event will the Indemnitee, from all Liability Indemnitee admit any liability with respect to the matters that are subject to such Proceedingto, or otherwise shall have been approved by the Indemniteesettle, such approval not to be unreasonably withheldcompromise or discharge, conditioned or delayed.any Third C-13

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt Any claims for indemnification by a any party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") from any party hereunder (an "INDEMNITOR") under Sections 14.1 or 14.2 or any other provision this ARTICLE IX shall be made by an Indemnified Party by delivery of this Agreement a written notice to the Indemnitor requesting indemnification (an "INDEMNIFICATION CLAIM") and specifying the “Indemnitee”) basis on which indemnification is sought and the amount of asserted Losses. Indemnitor shall have 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim to object to such Indemnification Claim by delivery of a written notice of such objection to the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding Indemnified Party specifying in reasonable detail in light the basis for such objection. If within 30 days after the date on which the Indemnitor receives the notice of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third PartyIndemnification Claim, the Indemnitor has not delivered to the Indemnified Party a notice objecting to all or any portion of the claimed Loss and setting forth the amount of such claimed indemnification for such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to participate in indemnification for such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseLoss, and the Indemnitor shall promptly pay the full amount of such Loss. If, within 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim, the Indemnitor delivers to the Indemnified Party an objection to all or any portion of the claimed Loss, setting forth the amount of such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to reimbursement for the portion of such Loss not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving objected to by the claimant or Indemnitor and the plaintiff Indemnitor shall promptly pay the full amount of a full and unconditional release so much of the Indemnitee, from all Liability with respect Loss as to which the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval Indemnitor did not to be unreasonably withheld, conditioned or delayedobject.

Procedures for Indemnification. Except (a) Third Party Claims (other than in respect of Shared Liabilities). If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 15 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnitee for legal or 50 other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, then in no event shall the Indemnitee admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal other equitable relief or relief for 51 other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding portion relating to money damages. This Section 9.04(a) shall govern all claims under this Article IX for indemnification against Third Party Claims except Third Party Claims in a timely fashion (but in any event within thirty (30respect of Shared Liabilities, as to which Section 9.04(b) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedgovern.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any matter referred the Company under this Section 6.2, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for the Indemnitees. In the case of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitees fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right prior written consent of the Indemnitees, consent to assume the defense entry of any Proceeding if (a) the Indemnitee shall have one judgment or more legal enter into any settlement or equitable defenses available to it other compromise which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could does not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and unconditional release action and proceeding. After indemnification as provided for under this Agreement, the rights of the Indemnitee, from Company shall be subrogated to all Liability rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matters matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2, except to the extent that are subject the Company is materially prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except (a) As used in this Article IX, the term "Indemnitee" means the member or members of the Xxxxx Group seeking indemnification hereunder. (b) A claim for indemnification hereunder (an "Indemnification Claim") shall be made by Indemnitee by delivery of a written notice to the Shareholder Representative and the Escrow Agent requesting indemnification and specifying the basis on which indemnification is sought in reasonable detail (and shall include relevant documentation related to the Indemnification Claim), the amount of the asserted Xxxxx Losses and, in the case of a Third Party Claim (as otherwise provided defined in Section 12.39.4), promptly after receipt containing (by attachment or otherwise) such other information as Indemnitee shall have concerning such Third Party Claim. (c) If the Indemnification Claim involves a party Third Party Claim, the procedures set forth in Section 9.4 hereof shall be observed by Indemnitee and the Shareholder Representative. (d) The Escrow Agent will not release any Escrow Shares held in the Escrow Account pursuant to an Indemnification until such Indemnification Claim has been resolved in accordance with Section 9.6 below. Section 9.4 DEFENSE OF THIRD PARTY CLAIMS. Should any claim be made, or suit or proceeding be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement Article IX (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementa "Third Party Claim"), the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.32

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to any matter referred be made against the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and unconditional release action and proceeding. After indemnification as provided for under this Agreement, the rights of the Indemnitee, from Company shall be subrogated to all Liability rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matters matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is materially prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except (a) If a claim or demand is made against a SpinCo Indemnitee or a Parent Indemnitee (each, an "Indemnitee") by any Third Party (a "Third-Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within seven Business Days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird-Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent that the Indemnitor is Indemnifying Party shall have been actually prejudiced therebyas a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five Business Days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. If any Proceeding a Third-Party Claim is commenced made against any Indemnitee by a Third Partyan Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and the defense thereof and, if it so elects in accordance with this Section 3.3(a), to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within thirty days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee in writing of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim that would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party. If the Indemnifying Party elects to assume such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim; provided, however, that, notwithstanding the foregoing, the Indemnitee shall not be required hereunder to agree to any such settlement, compromise or discharge involving the stipulation of facts or the adjudication of any question that the Indemnitee determines in its discretion would have an adverse effect on the Indemnitee in any other proceeding or otherwise would affect adversely the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim, and such Indemnitee may recover the Losses in connection with such compromise, settlement or defense from the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third-Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or more legal other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third-Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled portion relating to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to any matter referred be made against the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full and unconditional release of the Indemnitee, from all Liability with liability in respect to such Claim and action and proceeding. The failure to deliver written notice to the matters Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is materially prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except The Buyer Indemnitees and Seller Indemnitees shall be referred to in this Section 7.4 as otherwise provided in the “Indemnitees”. Indemnitees shall give the party against whom indemnification is sought pursuant to this Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement 7 (the “IndemniteeIndemnifying Person”) of written prompt notice of any written claim, demand, assessment, action, suit or Proceeding to which the assertion indemnity set forth in this Section 7 applies. If the document evidencing such claim or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementdemand is a court pleading, the Indemnitee shall give such notice, including a copy of such pleading, within seven (7) days of receipt of such pleading, otherwise, the Indemnitee shall give such notice within thirty (30) days of the date it receives written notice describing of such claim. Failure to give timely notice of a matter which may give rise to an indemnification claim or Proceeding in reasonable detail in light of shall not affect the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure rights of the Indemnitee to keep collect such Loss from the Indemnitor Indemnifying Person so long as such failure to so notify does not materially adversely affect the Indemnifying Person’s ability to defend such Loss against a third party. If the Indemnitee’s request for indemnification arises from the claim of a third party, the Indemnifying Person may, at its option, assume control of the defense of any such claim, or any litigation resulting from such claim so long as (a) the Indemnifying Person gives written notice to the Indemnitee within twenty (20) days after the Indemnitee has given notice of the third party claim that the Indemnifying Person will indemnify the Indemnitee from and against the entirety of any and all Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the third party claim, (b) the Indemnifying Person provides the Indemnitee with evidence reasonably informed as provided herein shall acceptable to the Indemnitee that the Indemnifying Person will have adequate financial resources to defend against the third party claim and fulfill its indemnification obligations hereunder, (c) the third party claim involves only money damages and does not relieve seek an injunction or other equitable relief against the Indemnitor Indemnitee, (d) the Indemnitee has not been advised in writing by counsel that an actual or potential conflict exists between the Indemnitee and the Indemnifying Person in connection with the defense of the third party claim, (e) settlement of, an adverse judgment with respect to or the Indemnifying Person’s conduct of the defense of the third party claim is not, in the good faith judgment of the Indemnitee, likely to be adverse to the Indemnitee’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its obligations hereunder except to business) and (f) the extent that Indemnifying Person conducts the Indemnitor is prejudiced therebydefense of the third party claim actively and diligently. If any Proceeding is commenced against any The Indemnitee by a Third Party, the Indemnitor shall be entitled to may retain separate co-counsel at its sole cost and expense and participate in such Proceeding and assume the defense thereof at of the Indemnitor’s sole expensethird party claim; provided, however, that the Indemnitor shall not have Indemnifying Person will pay the right to assume the defense reasonable fees and expenses of any Proceeding if (a) separate co-counsel retained by the Indemnitee shall have one or more legal or equitable defenses available that are incurred prior to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion Indemnifying Person’s assumption of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests control of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in third party claim. Failure by the Indemnifying Person to notify the Indemnitee of its election to defend a timely fashion complaint by a third party within twenty (but in any event 20) days shall be a waiver by the Indemnifying Person of its right to respond to such complaint and within thirty (30) days after notice thereof shall be a waiver by the Indemnifying Person of notice its right to assume control of the defense of such Proceeding)claim or action. If the IndemnitorIndemnifying Person assumes control of the defense of such claim or litigation resulting therefrom, the Indemnifying Person shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom. The Indemnifying Person shall not, in the defense of such claim or litigation, consent to entry of any judgment against any Indemnitee or enter into any settlement, involving any Indemnitee, except in either case with written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee shall furnish the Indemnifying Person in reasonable detail all information the Indemnitee may have with respect to any such third-party claim and shall make available to the Indemnifying Person and its representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist the Indemnifying Person in the defense of such third-party claim. If the Indemnifying Person does not assume control of the defense of any Proceedingsuch third-party claim or litigation resulting therefrom, the Indemnitee may defend against such claim or litigation in such manner as it may reasonably deem appropriate, and the Indemnifying Person shall indemnify the Indemnitee from any Loss indemnifiable under Section 7 incurred in connection therewith. The Indemnifying Person shall not be obligated to the Indemnitee for any settlement or consent to a stay of judgment made by any Indemnitee if such settlement or consent is entered into without the prior written consent of the Indemnifying Person which consent shall not be unreasonably withheld or delayed. If the Indemnitee should have a claim against the Indemnifying Person that does not involve a third party claim, the Indemnitee shall deliver a notice of such claim to the Indemnifying Person. If the Indemnifying Person notifies the Indemnitee that it does not dispute the claim described in such notice or fails to notify the Indemnitee within thirty (30) days after delivery of such notice by the Indemnitee whether the Indemnifying Person disputes the claim described in such notice, the Loss in the amount specified in the Indemnitee’s notice will be entitled conclusively deemed a liability of the Indemnifying Person and the Indemnifying Person shall pay the amount of such Loss to participate the Indemnitee on demand. If the Indemnifying Person has timely disputed its liability with respect to such claim, a senior executive of each of the Indemnifying Person and the Indemnitee with full negotiating authority will proceed in any Proceeding at its expensegood faith to negotiate a resolution of such dispute, and if not resolved through the Indemnitor shall not settle negotiations of such Proceeding unless executives within sixty (60) days after the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release delivery of the Indemnitee, from all Liability with respect to the matters that are subject to ’s notice of such Proceeding, or otherwise shall have been approved by the Indemniteeclaim, such approval not to dispute shall be unreasonably withheld, conditioned or delayedresolved fully and finally by a court of competent jurisdiction.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a party entitled to (a) No Seller Indemnifying Party shall be liable for any claim for indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of Article VIII unless written notice of a claim for indemnification is delivered by the assertion or Purchaser Indemnified Party seeking indemnification to the commencement Seller Indemnifying Party from whom indemnification is sought prior to the expiration of any Proceeding applicable survival period set forth in Section 8.01 (in which event the claim shall survive until finally and fully resolved). If any third party notifies the Purchaser Indemnified Party with respect to any matter referred which may give rise to a claim for indemnification (a “Third Party Claim”) against the Seller Indemnifying Party under this Article VIII, then the Purchaser Indemnified Party shall notify the Seller Indemnifying Party reasonably promptly thereof in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretowriting; provided, however, that failure no delay on the part of the Indemnitee to keep Purchaser Indemnified Party in notifying the Indemnitor reasonably informed as provided herein Seller Indemnifying Party shall not relieve the Indemnitor of its obligations Seller Indemnifying Party from any obligation hereunder except to the extent that the Indemnitor Seller Indemnifying Party is actually and materially prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third PartyAll notices given pursuant to this Section 8.05(a) shall describe with reasonable specificity the nature of the claim, the Indemnitor shall be entitled to participate in such Proceeding and assume amount of the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if claim (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in extent then known) and the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests basis of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedPurchaser Indemnified Party’s claim for indemnification.

Procedures for Indemnification. Except as otherwise provided in (a) If there occurs an event that either party asserts is an indemnifiable event pursuant to Section 12.35.1 or 5.2, promptly after receipt by a the party entitled to seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) shall promptly provide notice (the “Notice of written notice Claim”) to the other party or parties obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any Liability of the assertion or Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementthereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known not be liable to the Indemnitee to hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the party obligated to indemnify Indemnitee (Indemnitee, in connection with the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodefense thereof other than reasonable costs of investigation; provided, however, that failure of if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to keep result in a conflict of interest, then the Indemnitor reasonably informed as provided herein Indemnitee shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any Proceeding if (a) such claim or litigation, shall, except with the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion written consent of outside counsel to the each Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement that does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the claimant Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the plaintiff Indemnitee or conferences with representatives of a full and unconditional release or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, from all Liability with respect to settle any Claim on terms that provide for (i) a criminal sanction against the matters that are subject to such Proceeding, Indemnitee or otherwise shall have been approved by (ii) injunctive relief affecting the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by (a) Any Person making a party entitled to claim for indemnification under Sections 14.1 Section 9.1, Section 9.2 or 14.2 or any other provision of this Agreement Section 9.3 (an “Indemnified Party”) shall notify the party against whom indemnification is sought (an “IndemniteeIndemnifying Party”) of written the claim in writing promptly after receiving notice of any action, lawsuit, proceeding, investigation, demand or other claim against the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the Indemnified Party by a third party obligated to indemnify Indemnitee (the a “IndemnitorThird Party Claim”), describing the Third Party Claim, the amount thereof (if known and thereafter shall keep quantifiable) and the Indemnitor reasonably informed with respect theretobasis thereof in reasonable detail; provided, howeverthat, that the failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein so notify an Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder except to the extent that (and only to the Indemnitor extent that) such failure shall have caused the indemnifiable Losses to be greater than such Losses would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. Notwithstanding anything to the contrary set forth herein, to the extent a claim for indemnification in respect of a single action, lawsuit, proceeding, investigation or demand or other claim is prejudiced thereby. If any Proceeding is commenced against any Indemnitee being sought by both a Third PartyCompany Indemnified Party under Section 9.2(g) and a Seller Indemnified Party under Section 9.3(c), for purposes of this Section 9.6, the Indemnitor sole Indemnifying Party shall be deemed to be the Company. Any Indemnifying Party shall be entitled to participate in the defense of such Proceeding Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof at by appointing a reputable counsel reasonably acceptable to the Indemnitor’s sole expenseIndemnified Party to be the lead counsel in connection with such defense; provided, however, provided that the Indemnitor Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose (provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party under this ARTICLE IX). Notwithstanding the foregoing, if the Indemnified Party shall have determined in good faith and upon advice of counsel that (a) an actual or likely conflict of interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel inappropriate or (b) the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and an Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Indemnified Party), then, in each case, the Indemnified Party may, upon notice to the Indemnifying Party, engage separate counsel, and the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party to the extent the Third Party Claim is indemnifiable hereunder (but only to the extent such separate counsel agrees to comply with any written guidelines established by the Indemnifying Party that are applicable to substantially all outside counsel retained by such Indemnifying Party, which guidelines shall be provided to the Indemnified Party promptly upon the Indemnifying Party’s receipt of notice that the Indemnified Party intends to engage separate counsel due to an actual or likely conflict of interest). Upon assumption of the defense of any such Third Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third Party Claim, unless the Indemnifying Party consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party is entered against the Indemnified Party for such Liability. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless the relief consists solely of (i) money damages (all of which the Indemnifying Party shall pay except to the extent otherwise provided in Section 9.2 (as it relates to Section 9.2(g)) and Section 9.3) and (ii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto. In all cases with respect to Third Party Claims, the parties shall provide reasonable cooperation to each other in defense of such Third Party Claims, including by making employees, information and documentation reasonably available (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses) and providing such information, testimony and access to their books and records, during normal business hours and upon reasonable notice, in each case as shall be reasonably necessary in connection with the contest or defense. If the Indemnifying Party shall not reasonably promptly assume the defense of any Proceeding if (a) the Indemnitee shall have one such Third Party Claim, or more legal fails to prosecute or equitable defenses available to it which are different withdraws from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingsuch Third Party Claim, the Indemnitee shall be entitled to participate in any Proceeding Indemnified Party may defend against such matter, at its the Indemnifying Party’s expense, and in a manner consistent with the Indemnitor above provisions regarding conduct of the defense by the Indemnified Party; provided, that, the Indemnified Party may not settle any such matter without the written consent of the Indemnifying Party (which consent shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned withheld or delayed).

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled pursuant to indemnification under Sections 14.1 or 14.2 or any other provision the provisions of this Agreement (the “Indemnitee”) Section 8.2 of written notice of the assertion or the commencement of any Proceeding with respect to any action involving the subject matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known foregoing indemnity provision, such indemnified party shall, if a claim thereof is to be made against an indemnifying party pursuant to the Indemnitee to provisions of Section 8.2, promptly notify such indemnifying party of the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretocommencement thereof; provided, however, that failure to give such notice shall not affect the indemnifying party's obligation to provide indemnification hereunder unless such failure actually prejudices the indemnifying party's ability to defend adequately such action. In case such action is brought against an indemnified party and it notifies the indemnifying party of the Indemnitee commencement thereof, the indemnifying party shall have the right to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except participate in, and, to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Partyit may wish, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at thereof, with satisfactory counsel (of the Indemnitor’s sole expenseindemnifying party's choice); provided, however, that if the Indemnitor shall not have defendants in any action include both the right to assume indemnified party and the defense of any Proceeding if (a) indemnifying party, and the Indemnitee indemnified party shall have one or more reasonably concluded that there may be legal or equitable defenses available to it which are different from or in addition additional to those available to the Indemnitorindemnifying party, andthe indemnified party shall have the right, in the reasonable opinion of outside at its own expense, to select separate counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be participate in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice such action on behalf of such Proceeding)indemnified party. If After notice from the Indemnitorindemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall assume not be liable to the indemnified party pursuant to the provisions of such Section 8.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party, in the defense of any Proceedingsuch claim or litigation, shall, except with the Indemnitee shall be entitled consent of each indemnified party, consent to participate in entry of any Proceeding at its expense, and the Indemnitor shall judgment or enter into any settlement which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, indemnified party from all Liability with liability in respect to the matters that are subject to such Proceeding, claim or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedlitigation.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 Section 10.01 or 14.2 or any other provision 10.02 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with action for which indemnification may be available under Section 10.01 or 10.02, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such action, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure to so notify the Indemnitee to the indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any Proceeding other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel, if (a) the Indemnitee shall have indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more legal or equitable defenses available to it which are different from or in addition to those and not available to the Indemnitor, and, in indemnifying party. If an indemnifying party assumes the reasonable opinion defense of outside counsel to such an action (a) no compromise or settlement thereof may be effected by the Indemnitee, counsel for indemnifying party without the Indemnitor could indemnified party's consent (which shall not adequately represent the interests be unreasonably withheld) unless (i) there is no finding or admission of any violation of law or any violation of the Indemnitee because such interests would be in conflict with those rights of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse any person and no effect on any other matter beyond claims that may be made against the scope or limits of the indemnification obligation of the Indemnitor; or indemnified party and (cii) the Indemnitor sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceedingbe unreasonably withheld). If notice is given to an indemnifying party of the Indemnitorcommencement of any action and it does not, shall 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 any Proceedingthereof, the Indemnitee indemnifying party shall be entitled to participate bound by any determination made in such action or any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the compromise or settlement shall include as an unconditional term thereof the giving effected by the claimant indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or the plaintiff its affiliates other than as a result of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemniteemonetary damages, such approval not to be unreasonably withheld, conditioned or delayed.indemnified

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) Tejas Indemnified Party of written notice of the assertion or the commencement of any Proceeding proceeding by a third-party with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementSection 8.01, the Indemnitee Tejas Indemnified Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known thereof to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)Holders, and thereafter shall keep the Indemnitor Holders reasonably informed with respect thereto; providedPROVIDED, howeverHOWEVER, that failure of the Indemnitee Tejas Indemnified Party to keep give the Indemnitor reasonably informed Holders notice as provided herein shall not relieve the Indemnitor Holders of its their obligations hereunder hereunder, except to the extent that the Indemnitor is Holders are prejudiced thereby. A claim for indemnification for any matter not involving a third-party proceeding may be asserted by notice to the Holders and shall be paid promptly after such notice. If the facts pertaining to a Loss arise out of the claim of any Proceeding third party, or if there is commenced any claim against any Indemnitee a third party available by a Third Partyvirtue of the circumstances of the Loss, the Indemnitor shall be entitled to participate in such Proceeding and Holders may assume the defense or the prosecution thereof by prompt written notice to the Tejas Indemnified Party, including the employment of counsel or accountants, at its sole cost and expense. In connection therewith, the Indemnitor’s sole expenseHolders shall acknowledge that such claim is the proper subject of indemnification under Section 8.01; provided, however, that the Indemnitor foregoing shall not foreclose the Holders from taking the position that the Loss is governed by Section 8.06 hereof. The Tejas Indemnified Party shall have the right to employ counsel separate from counsel employed by the Holders in any such action and to participate therein, but the fees and expenses of such counsel employed by the Tejas Indemnified Party shall be at its sole cost and expense. Neither the Holders nor the Tejas Indemnified Party shall be liable for any settlement of any such claim effected without their respective prior written consent, which shall not be unreasonably withheld; PROVIDED that if the Holders do not assume the defense or prosecution of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event claim as provided above within thirty (30) days of after notice of thereof from the Tejas Indemnified Party, the Tejas Indemnified Party may settle such Proceeding)claim without the Holders' consent. If Whether or not the IndemnitorHolders choose to so defend or prosecute such claim, all the parties hereto shall assume cooperate in the defense of any Proceedingor prosecution thereof and shall furnish such records, the Indemnitee shall be entitled to participate in any Proceeding at its expenseinformation and testimony, and the Indemnitor shall not settle attend such Proceeding unless the settlement shall include conferences, discovery proceedings, hearings, trials and appeals, as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to may be unreasonably withheld, conditioned or delayedreasonably requested in connection therewith.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 11.1 or 14.2 11.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 11.1 or 14.2 11.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to provide the initial notice or keep the Indemnitor reasonably informed as provided herein in this Section 11.4 shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is shall be commenced against any Indemnitee by a Third Partythird party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any such Proceeding if (ai) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would reasonably be expected to be in conflict with those of the Indemnitor; , (bii) such Proceeding seeks an injunction or other equitable relief against the Indemnitee except where such equitable relief is reasonably likely immaterial incidental to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or claims for monetary damages, (ciii) the Indemnitor shall not have assumed has failed or is failing, in the defense reasonable good faith opinion of the Indemnitee, based on proffered evidence, to prosecute or defend such Proceeding diligently and in a timely fashion good faith, or (but iv) in any event within thirty (30) days case where a Purchaser Indemnified Person is the Indemnitee, the amount of notice Damages or potential Damages arising out of such Proceeding), as determined by the Indemnitee in good faith, is reasonably expected to exceed the Purchase Price. If the Indemnitor, Indemnitor shall assume the defense of any such Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense. Unless approved in writing by the Indemnitee, and such approval not to be unreasonably withheld, conditioned or delayed, the Indemnitor shall not settle settle, or consent to the entry of any judgment with respect to, any such Proceeding unless such settlement or judgment (w) does not include any monetary damages payable by the settlement shall Indemnitee, (x) does not admit to any Liability on the part of the Indemnitee, (y) does not include any restriction on the operations of the Indemnitee, and (z) includes as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, in customary form, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except (a) THIRD PARTY CLAIMS. If a claim or demand is made against a Media Information Indemnitee or a New Ceridian Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood, subject to the proviso of the preceding sentence, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. The parties hereto acknowledge that the Media Information Liabilities include the litigation identified on Schedule 1.1(ll) hereto and any additional Actions brought in connection therewith (the "Media Information Litigation") and the New Ceridian Liabilities include the litigation identified on Schedule 1.1(ll)A hereto and any additional Actions brought in connection therewith (the "New Ceridian Litigation"). Notwithstanding anything in this Agreement to the contrary: (a) any claims or demands in connection with the Indemnitee Media Information Litigation or the New Ceridian Litigation shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion not be deemed Third Party Claims for purposes of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitorthis Agreement; (b) the Corporation, with respect to the Media Information Litigation, and New Ceridian with respect to the New Ceridian Litigation, shall have the exclusive right to (i) control the defense of such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope litigation, and (ii) settle, compromise or limits of the indemnification obligation of the Indemnitordischarge such litigation; or and (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability Corporation with respect to the matters that are subject New Ceridian Litigation, and New Ceridian with respect to such Proceedingthe Media Information Litigation, or otherwise shall have been approved no right to participate in such litigation. In addition, the Corporation with respect to the New Ceridian Litigation, and New Ceridian with respect to the Media Information Litigation, shall: (a) provide litigation services pursuant to the terms of Section 2.9; and (b) to the extent reasonably requested by the IndemniteeCorporation or New Ceridian, as the case may be, sign such approval not documents as may be reasonably necessary to be unreasonably withheldeffect or assist in the pursuit, conditioned defense, settlement, compromise or delayeddischarge of such litigation.

Procedures for Indemnification. Except (a) Third Party Claims (other than in respect of Shared Liabilities). ---------------------------------------------------------------- If a claim or demand is made against an Indemnitee by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 20 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, -------- ------- that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 20 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by -------- the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for indemnification of a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, -------- ------- compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for indemnification of a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any -------- ------- such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would have been required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding portion relating to money damages. This Section 3.5(a) shall govern all claims under this Article III for indemnification against Third Party Claims except Third Party Claims in a timely fashion (but in any event within thirty (30respect of Shared Liabilities, as to which Section 3.5(b) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedgovern.

Procedures for Indemnification. Except as otherwise provided (a) If any suit, action, proceeding, investigation, claim or demand shall be brought or asserted by any third Person (including, without limitation, any Governmental Body) (a “Third Party Claim”) against any Person in respect of which indemnity may be sought pursuant to Section 12.312.1 or Section 12.2, promptly such person (the “Indemnified Person”) shall notify the Person against whom such indemnity may be sought (the “Indemnifying Person”) in writing in reasonable detail of the Third Party Claim within 30 days after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision such Indemnified Person of this Agreement (the “Indemnitee”) of written formal notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Third Party Claim, the Indemnitee and, thereafter, such Indemnified Person shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known promptly forward to the Indemnitee Indemnifying Person a copy of all notices and documents (including court papers) received by the Indemnified Person pursuant to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseParty Claim; provided, however, that the Indemnitor failure to give such notification within 30 days after such receipt of formal notice and the failure to forward a copy of such notices and documents shall not have affect the right obligations of the Indemnifying Person or the rights of the Indemnified Person except to the extent the Indemnifying Person has actually been prejudiced in a material way as a result of such failure. Upon the receipt by the Indemnifying Person of notice of a Third Party Claim, the Indemnifying Person may elect to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available such Third Party Claim by promptly delivering a notice to the Indemnitor, and, in Indemnified Person of the reasonable opinion assumption of outside such defense and to retain defense counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely Indemnified Person. Any election made by an Indemnifying Person to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of a Third Party Claim shall not be deemed an acknowledgement that such Third Party Claim is subject to indemnification under this Article XII. If the Indemnifying Person so elects to assume the defense of a Third Party Claim, then (i) the Indemnified Person may participate in such defense and employ counsel, at such Indemnified Person’s expense, separate from the reasonably acceptable counsel employed by the Indemnifying Person, but the Indemnifying Person shall control such defense and shall not be liable to such Indemnified Person for the fees and expenses of the separate counsel retained by such Indemnified Person, and (ii) the Indemnified Person and any Proceedingother Indemnified Persons will cooperate with the Indemnifying Person in such defense, including by providing, upon the Indemnitee reasonable request of the Indemnifying Person, books, records, contractual agreements, maintenance histories and all other reasonably necessary items (including the computer systems housing such information) and by making available employees on a mutually convenient basis. The Indemnifying Person shall not be liable for any settlement of any Third Party Claim effected without its prior written consent. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened Third Party Claim in respect of which such Indemnified Person is or could have been a party, or is or could have been subject, and in respect of which indemnity is or could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all Losses related to the subject matter of such pending or threatened Third Party Claim. The Indemnifying Party shall, at any time, be entitled to participate elect to no longer defend a Third Party Claim; provided, that the Indemnifying Person shall reasonably assist in any Proceeding at its expense, transitioning the defense of such Third Party Claim back to the Indemnified Person and that the Indemnitor Indemnifying Person shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff be entitled to make a claim for reimbursement of a full and unconditional release expenses incurred in connection with its assumption of the Indemnitee, from all Liability with respect to the matters that are subject to defense of such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedThird Party Claim.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 ‎Section 8.01 or 14.2 or any other provision of this Agreement ‎Section 8.02 (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding claim or Action (or, in the case of any Uncertain Pre-COD Adjustment Item pursuant to Section 8.01(a)(i), promptly upon, and in any event within ten (10) Business Days of such Uncertain Pre-COD Adjustment Items becoming quantifiable) with respect to any matter referred to in Sections 14.1 ‎Section 8.01 or 14.2 or in any other applicable provision of this Agreement‎Section 8.02, the Indemnitee shall will give written notice describing such claim or Proceeding Action in reasonable detail in light of the circumstances then known to the Indemnitee (including, in the case of an Uncertain Pre-COD Adjustment Item pursuant to Section 8.01(a)(i), the calculation of the Uncertain Pre-COD Adjustment Item) to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall will keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to timely provide written notice of any claim or Action or to keep the Indemnitor reasonably informed as provided herein shall will not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is Action will be commenced against any Indemnitee by a Third Partythird party, the Indemnitor shall will be entitled to participate in such Proceeding Action and assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall will not have the right to assume the defense of any Proceeding Action if (ai) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would could be in conflict with those of the Indemnitor; (bii) such Proceeding is litigation involves potential criminal liability or could reasonably likely be expected to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (ciii) the Indemnitor shall will not have assumed the defense of the Proceeding litigation in a timely fashion (but in any event within thirty (30) days of notice of such ProceedingAction). If the Indemnitor, shall Indemnitor will assume the defense of any ProceedingAction, the Indemnitee shall will be entitled to participate in any Proceeding Action at its expense, and the Indemnitor shall will not settle such Proceeding Action unless the settlement shall will include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability liability with respect to the matters that are subject to such ProceedingAction and does not (A) include any sanction or restriction on the conduct of business by the Indemnitee or its Affiliates or (B) have any material adverse Tax consequences with respect to the Indemnitee or its Affiliates, or otherwise shall will have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. If the Indemnitor does not assume defense of any Action, then the Indemnitee shall have the right to defend, and be reimbursed for its reasonable cost and expense in regard to, the Action, with counsel selected by the Indemnitee (who shall be reasonably satisfactory to the Indemnitor). To the extent the provisions of this Section 8.03 are inconsistent with Section 5.12(e), Section 5.12(e) shall control with respect to the matters that are the subject of such inconsistency.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or (a) If any other provision of this Agreement Party(ies) (the “"Indemnitee”") of written shall receive notice of the assertion a claim or the commencement of any Proceeding action or proceeding with respect to any matter referred which the other Party(ies) is obligated to in provide indemnification (the "Indemnifying Party") pursuant to Sections 14.1 11.2(a), 11.2(b) or 14.2 or in any other applicable provision of this Agreement11.2(c) hereof, the Indemnitee shall give the Indemnifying Party written notice describing thereof within a reasonable period of time following the Indemnitee's receipt of such notice. Such notice shall describe the claim or Proceeding in reasonable detail in light and shall indicate the amount (estimated, if appropriate) of the circumstances then known Losses that have been or may be sustained by the Indemnitee. The failure to so provide such notice shall not affect the Indemnifying Party's obligations hereunder, unless such Party is materially prejudiced as a result thereof. The Indemnifying Party may, subject to the Indemnitee to other provisions of this Section 11.3, settle, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure asserted liability of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor in respect of its obligations hereunder except to the extent that the Indemnitor is prejudiced therebya third-party claim. If any Proceeding is commenced against any Indemnitee by a Third Partythe Indemnifying Party shall elect to settle, the Indemnitor shall be entitled to participate in compromise or defend such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; providedasserted liability, howeverit shall, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days (or sooner, if the nature of notice the asserted liability so requires), notify the Indemnitee of its intention to do so and the Indemnitee shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise or settlement of, or defense against, such asserted liability. In respect of any Environmental Claims, the Indemnifying Party shall conduct and control any investigation and remediation of such Proceeding)Environmental Claims subject to reasonable consultation with and the participation of the Indemnitee; PROVIDED, HOWEVER, that the Indemnitee shall have the right to reasonably approve the defense counsel representing the Indemnifying Party in any Environmental Matter; PROVIDED, FURTHER, that, if the Kali Shareholders' Rep shall (or PRI, if the Kali Shareholders' Rep shall not) conduct or control the investigation and remediation in response to an indemnifiable claim relating to any Environmental Matter, such investigation and remediation shall be without prejudice to such Party's rights to indemnification or contribution from third parties. If The Indemnifying Party shall not be released from any obligation to indemnify the IndemnitorIndemnitee hereunder with respect to such asserted claim without the prior written consent of the Indemnitee, unless the Indemnifying Party shall assume deliver to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to, or injunctive relief against, the Indemnitee and a complete release of the Indemnitee with respect thereto, which agreement shall not limit or impair the Indemnitee's ability to conduct its business. The Indemnifying Party shall have the right, except as provided below in this Section 11.3, to conduct and control the defense of any Proceedingthird-party claim or action made for which it has been provided notice hereunder. All costs and fees incurred with respect to any such claim shall be borne by the Indemnifying Party. The Indemnitee shall have the right to participate in, but not control, at its own expense, the defense, compromise or settlement of any such claim; PROVIDED, HOWEVER, that if the Indemnitee and the Indemnifying Party shall have conflicting or different claims or defenses, then the Indemnifying Party shall not have control of such conflicting or different claims or defenses and the Indemnitee shall be entitled to participate appoint a separate counsel (but only one (1) counsel for such Indemnitee and any related Indemnitees) for such claims and defenses, at the cost and expense of the Indemnifying Party; PROVIDED, FURTHER, that if the Indemnifying Party shall not assume and pursue in a timely and diligent manner the settlement or defense of any Proceeding at its expensethird-party claim, the Indemnifying Party shall cede control of such claim and the Indemnitor Indemnitee shall not settle be entitled to appoint a counsel of its choice for such Proceeding defense, at the sole cost and expense of the Indemnifying Party. If the Indemnifying Party shall choose to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense. If one or more of the Kali Shareholders shall seek indemnification hereunder, then such Indemnitee(s) shall, unless the settlement clearly impracticable, consolidate any claims or matters relating to indemnification into one proceeding, which, in accordance with Section 12.11(a) hereof, shall include as an unconditional term thereof the giving be controlled by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.Kali Shareholders' Rep.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; Promptly (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but and in any event within thirty (30) days of days) after a Party or Parties to be indemnified (whether one or more, the "Indemnified Party") receives notice of any Claim covered by Section 10.1, the Indemnified Party shall, if a Claim in respect thereof is to be made pursuant to Section 10.1, notify the Party from whom indemnification is sought (the "Indemnifying Party") in writing of such Proceeding)Claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party pursuant to Section 10.1, except to the extent of any material detriment suffered by the Indemnifying Party as a result of such failure. If The amount of each Claim for indemnity, together with a list identifying each separate item of Loss to the Indemnitorextent known, shall assume be set forth in the Claim notice delivered to the Indemnifying Party. In the event that a Claim arises out of, or results from, Claims of third parties, the Indemnifying Party may at its option undertake the defense thereof by counsel or representatives chosen by it which are reasonably acceptable to the Indemnified party. The Indemnifying Party shall have the sole right to compromise or settle any such Claim if (i) such settlement or disposition shall impose no material obligation or burden whatsoever on the Indemnified Party which is not wholly discharged by the Indemnifying Party and shall provide a full release to the Indemnified Party, and (ii) the Indemnifying Party shall be fully capable of performing its obligations pursuant to such settlement or disposition. Each of the Indemnifying Party and the Indemnified Party shall be entitled to consult with each other, to the extent it reasonably requests, in respect of the defense of such Claim and shall cooperate in the defense of any Proceedingsuch Claim, the Indemnitee shall be entitled to participate including making its officers, directors, employees and books and records available for use in any Proceeding at its expensedefending against such Claim, and the Indemnitor it shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect take those commercially reasonable actions within it power which are necessary to the matters that are subject preserve any legal defenses to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmatters.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (‌ Any Indemnified Party shall give the “Indemnitee”) of written Indemnifying Hospital notice of the assertion or the commencement any claims of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known third party which are subject to the Indemnitee to the party obligated to indemnify Indemnitee indemnification provided for in this Article 9 (the collectively, “IndemnitorThird-Party Claims”), and thereafter shall keep stating the Indemnitor reasonably informed with respect thereto; provided, however, that failure amount of the Indemnitee to keep Damages, if known, and method of computation thereof. The Indemnified Party shall give the Indemnitor reasonably informed as provided herein shall not relieve Indemnifying Hospital notice of such Third-Party Claim no later than 30 days from the Indemnitor receipt by the Indemnified Party of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expensenotice; provided, however, that the Indemnitor failure to provide such timely notice shall not have release the right Indemnifying Hospital from any of its obligations under this Article 9 except to the extent the Indemnifying Hospital forfeits material rights or defenses by reason of such failure or is otherwise materially adversely prejudiced by such failure. The Indemnifying Hospital shall be entitled to assume and control the defense of such Third-Party Claim at its expense and through counsel reasonably acceptable to the Indemnified Party if it acknowledges, without qualification, its indemnification obligations hereunder and gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party. The Indemnified Party shall be entitled to retain counsel reasonably acceptable to the Indemnifying Hospital, at the expense of the Indemnified Party should the Indemnified Party determine such independent counsel to be necessary. Each party agrees to reasonably cooperate with the other parties in the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those Third-Party Claim and make available to the Indemnitordefending party, andat the Indemnifying Hospital’s expense, all witnesses, pertinent records, materials and information in that party’s possession or under that party’s control relating thereto as is reasonably required by the reasonable opinion party defending the claim. No Third-Party Claim shall be settled or compromised by either the Indemnifying Hospital or the Indemnified Party without the written consent of outside counsel the other party (which shall not be unreasonably withheld or delayed). Any action by an Indemnified Party on account of Damages which does not result from a Third Party Claim (a “Direct Claim”) shall be governed by and contingent upon the following additional terms and conditions: If, after receiving notice of a Direct Claim, the Indemnifying Hospital does not provide written notice to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because Indemnified Party that it disputes such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event Direct Claim within thirty (30) ten days after its receipt of notice of thereof, such Proceeding)Direct Claim shall be conclusively deemed Damages subject to indemnification hereunder. If the Indemnitor, shall assume the defense of any ProceedingIndemnifying Hospital does dispute such Direct Claim within such ten-day period, the Indemnitee Indemnifying Hospital shall be entitled deemed to participate have rejected such claim, in any Proceeding at its expense, and which case the Indemnitor Indemnified Party shall not settle be free to pursue such Proceeding unless the settlement shall include remedies as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect may be available to the matters that are Indemnified Party on the terms and subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedprovisions of this Agreement.

Procedures for Indemnification. Except as otherwise provided in Section 12.3(a) THIRD PARTY CLAIMS. If a claim or demand is made against an IMS Indemnitee or a ST Indemnitee (each, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the an “Indemnitee”) by any person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) business days) after receipt by such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementThird Party Claim; PROVIDED, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, howeverHOWEVER, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) business days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof at with counsel selected by the Indemnitor’s sole expenseIndemnifying Party; providedPROVIDED that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, howeverthe Indemnifying Party shall, within thirty 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; PROVIDED that the Indemnitor such Indemnitee shall not have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Proceeding if (a) Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s prior written consent; PROVIDED, HOWEVER, that the Indemnitee shall have one the right to settle, compromise or more legal discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or equitable defenses available discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to it which are different from any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in addition to those available to connection with such Third Party Claim and releases the Indemnitor, and, Indemnitee completely in the reasonable opinion of outside counsel to connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; PROVIDED, counsel for HOWEVER, that the Indemnitor could Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party’s indemnification obligation with respect to such Third Party Claim shall not adequately represent exceed the interests amount that would be required to be paid by or on behalf of the Indemnitee because Indemnifying Party in connection with such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely settlement, compromise or discharge. If an Indemnifying Party elects not to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If foregoing, the Indemnitor, Indemnifying Party shall not be entitled to assume the defense of any ProceedingThird Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnitee Indemnifying Party shall be entitled to participate in any Proceeding at its expense, and assume the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release defense of the Indemnitee, from all Liability with respect portion relating to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except (a) Whenever a claim shall arise for indemnification under Section 11.1 above, with the exception of claims for litigation expenses in respect of a litigation as otherwise to which a notice of claim, as provided below in this Section 12.311.2, promptly after receipt by a has previously been given, which expenses shall be funded on an ongoing basis, the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”"Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than 10 business days prior to the time any response to the asserted claim is required, if possible, and in any event within 5 business days following receipt of notice thereof. Notwithstanding anything in the preceding sentence to the contrary, the failure of any Indemnified Party to so notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor of its obligations hereunder except Indemnifying Party from any liability for indemnification it may have if and to the extent that the Indemnitor is Indemnifying Party shall not have been prejudiced therebyby such omission. If In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding is commenced against any Indemnitee by a Third Partythird party, the Indemnitor shall be entitled to participate in such Proceeding Indemnifying Party may, at its sole cost and expense, assume the defense thereof at the Indemnitor’s sole expensethereof; provided, however, that the Indemnitor Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses attributable to such claim or Legal Proceeding; and, provided, further, that Seller shall not be entitled to assume the defense of any claim or Legal Proceeding against Buyer or HOLL for Taxes with respect to a period ending after the Closing Xxxx. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to any monetary settlement proposed by the Indemnifying Party and which the other party to the action has indicated it is prepared to accept, the Indemnified Party shall in no event be deemed for purposes of this Agreement, to have suffered Losses in connection with such claim or proceeding in excess of the proposed amount of such settlement); provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend (and, in the case of any claim or Legal Proceeding against Buyer or HOLL for Taxes with respect to a period ending after the Closing Xxxx, shall defend) against such claim or Legal Proceeding in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 11.2; provided, however, that if the Indemnified Party does not obtain the prior written consent of the Indemnifying Party to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the claim settled. Notwithstanding anything in this Section 11.2 to the contrary, if, in any claim or Legal Proceeding with respect to which the Indemnified Party has given the notice required under this Section 11.2, (i) the Indemnifying Party shall not have promptly employed counsel reasonably satisfactory to the Indemnified Party or (ii) such Indemnified Party shall have reasonably concluded, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then in either event (x) the Indemnified Party may participate in any such proceeding with the counsel of its choice, the expense for which shall be borne by the Indemnifying Party (but in no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Indemnified Party with respect to such claim or proceeding) and (y) the Indemnifying Party shall not have the right to assume direct the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests such action on behalf of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedIndemnified Party.

Procedures for Indemnification. Except Other than as otherwise provided set forth in Section 12.37.13(e) and (f), promptly after receipt by if a party entitled to indemnification under Sections 14.1 this Section 9 (an "Indemnitee") asserts that a party obligated to indemnify it under this Section 9 (an "Indemnitor") has become obligated to such Indemnitee pursuant to Section 9.2 or 14.2 9.3, or if any other provision suit, action, investigation, claim or proceeding is begun, made or instituted as a result of this Agreement (which the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect Indemnitor may become obligated to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementan Indemnitee hereunder, the such Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnitor shall not release the Indemnitor of its indemnification obligations hereunder, except to the extent the Indemnitor shall have been materially prejudiced by such failure. The Indemnitor agrees to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense subject to the provisions of this Section 9. The Indemnitor shall have the right sole power to assume direct and control the defense of any Proceeding if such suit, action, investigation, claim or proceeding. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee's choice. The Indemnitee shall make available all information and assistance that the Indemnitor may reasonably request and shall fully cooperate with the Indemnitor in such defense, including with respect to indemnification with respect to Taxes, providing powers of attorney authorizing Leucadia or its designee to control and take action in connection with any such Taxes. In the event of a failure of the Indemnitee to provide cooperation as required under this Section 9.4, the Indemnitor's obligation to indemnify the Indemnitee shall be reduced to the extent of the Losses with respect to which the Indemnitor's ability to defend against the action, investigation, claim or proceeding underlying such indemnification obligation has been prejudiced by such failure. The Indemnitor shall not compromise or settle any such suit, action, investigation, claim or proceeding unless (ax) such compromise or settlement is on exclusively monetary terms and shall be paid entirely by the Indemnitor (subject to the provisions of Section 9.2(b)(i) and (ii) and 9.3(b)(i) and (ii), which shall be controlling) and the Indemnitee receives an unconditional release in such compromise or settlement or (y) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or consented in addition to those available writing to the Indemnitorterms of such compromise or settlement, andwhich consent shall not unreasonably withheld; provided, in the reasonable opinion of outside counsel to the Indemniteehowever, counsel for the Indemnitor could not adequately represent the interests of that if the Indemnitee because such interests would be in conflict with those of fails to consent thereto, the Indemnitor; (b) 's liability with respect to such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed exceed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)proposed settlement amount. If the IndemnitorIndemnitor fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall assume have the defense of right to do so, including, without limitation, the right to make any Proceedingcompromise or settlement thereof, and the Indemnitee shall be entitled to participate in any Proceeding at its expense, and recover the entire cost thereof from the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect subject to the matters that are subject to provisions of this Section 9, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceedingsuit, action, investigation, claim or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedproceeding.

Procedures for Indemnification. Except as otherwise provided in Section 12.3(a) If there occurs an event that either party asserts is an indemnifiable event pursuant to Sections 11.01 or 11.02, promptly after receipt by a the party entitled to seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) shall promptly provide notice (the “Notice of written notice Claim”) to the other party or parties obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any liability of the assertion or Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementthereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known not be liable to the Indemnitee to hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the party obligated to indemnify Indemnitee (Indemnitee, in connection with the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodefense thereof other than reasonable costs of investigation; provided, however, that failure of if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to keep result in a conflict of interest, then the Indemnitor reasonably informed as provided herein Indemnitee shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any Proceeding if (a) such claim or litigation, shall, except with the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion written consent of outside counsel to the each Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement that does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the claimant Indemnifying Person with no further liability or obligation on the plaintiff part of a full the Indemnitee. The Indemnifying Party agrees to afford the Indemnitee and unconditional release its counsel, at the Indemnitee’s sole expense, the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, from all Liability with respect to settle any Claim on terms that provide for (i) a criminal sanction against the matters that are subject to such ProceedingIndemnitee, (ii) injunctive relief affecting the Indemnitee, or otherwise shall have been approved (iii) prospective action or inaction by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except Whenever a claim shall arise for indemnification under this Article 11, except as otherwise provided in Section 12.311.4, promptly after receipt by a the parties shall proceed as provided as set forth in this Section 11.3. The party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the Third Party Claim is required, and in any event within five Business Days following receipt of notice thereof. In the event of any such Third Party Claim, the Indemnifying Party may, at its sole cost and expense, assume the defense of the Third Party Claim by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party. The failure of the Indemnitee an Indemnified Party to keep the Indemnitor reasonably informed as provided herein give timely notice shall not relieve affect the Indemnitor right to indemnification of its obligations hereunder the Indemnified Party except to the extent that the Indemnitor is prejudiced therebyIndemnifying Party demonstrates actual prejudice. If an Indemnifying Party assumes the defense of any Proceeding is commenced against any Indemnitee by a such Third PartyParty Claim, the Indemnitor Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at the Indemnitor’s sole expensethereof, including any settlement; provided, however, that the Indemnitor shall not have the Indemnified Party may, at its own expense, participate in any Legal Proceeding with respect to such Third Party Claim with counsel of its choice without any right to assume of control thereof. The Indemnifying Party, if it has assumed the defense of any Proceeding if Third Party Claim as provided herein, shall not, however: (ai) the Indemnitee shall have one consent to, or more legal enter into, any compromise or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests settlement of the Indemnitee because such interests would be in conflict with those of Third Party Claim which commits the Indemnitor; (b) such Proceeding is reasonably likely Indemnified Party to have a material adverse effect on take, or to forbear from taking, any other matter beyond the scope action or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall does not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party, from all Liability with respect or (ii) consent to the matters entry of any judgment in any Legal Proceeding that are subject does not relate solely to monetary damages arising from the Third Party Claim, in any such Proceedingcase, or otherwise without the Indemnified Party’s prior written consent, which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre- trial activities, trial, compromise, settlement or discharge of any Third Party Claim in respect of which indemnity is sought pursuant to this Article 11, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending any Third Party Claim, the Indemnified Party shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any Third Party Claim in accordance with this Section 11.3, the Indemnified Party may defend against such Third Party Claim in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party shall promptly indemnify the Indemnified Party in accordance with the provisions of this Article 11.

Procedures for Indemnification. Except (a) Whenever a claim shall arise for indemnification under Section 11.2, 11.3 or 14.1, with the exception of claims for litigation expenses in respect of litigation as to which a notice of claim, as provided in this Section 11.4, has previously been given, which expenses shall be funded on an ongoing basis, and, except as otherwise provided in Section 12.314.4, promptly after receipt by a the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”"INDEMNIFIED PARTY") shall promptly notify the party from which indemnification is sought (the "INDEMNIFYING PARTY") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim -------- ------- for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within fifteen Business Days following receipt of notice thereof (provided that failure of to notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall -------- not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor Indemnifying Party demonstrates that it has been actually prejudiced by such failure). In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice within 30 calendar days, using counsel that is prejudiced therebyreasonably satisfactory to the Indemnified Party. If an Indemnifying Party assumes the defense of any Proceeding is commenced against any Indemnitee by a Third Partysuch claim or Legal Proceeding, the Indemnitor Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at including the Indemnitor’s sole expensesettlement of any case that involves solely monetary damages without the consent of the Indemnified Party; provided, however, that the Indemnitor shall not have Indemnified -------- ------- Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right to assume of control thereof. If the Indemnifying Party has assumed the defense of any claim or Legal Proceeding if by a third party as provided herein, (aA) the Indemnitee it shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel be conclusively established for the Indemnitor could not adequately represent purposes hereof that the interests of the Indemnitee because such interests would be claims made in conflict with those of the Indemnitor; (b) such that Legal Proceeding is reasonably likely to have a material adverse effect on any other matter beyond are within the scope or limits of the and subject to indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expensehereunder, and the Indemnitor Indemnifying Party shall promptly indemnify the Indemnified Party in accordance with the terms of this Article XI, and (B) the Indemnifying Party shall not settle such Proceeding unless consent to, or enter into, any compromise or settlement of (which settlement (i) commits the settlement shall include as an unconditional term thereof the giving by the claimant Indemnified Party to take, or the plaintiff of to forbear to take, any action or (ii) does not provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party), from all Liability with respect or consent to the matters entry of any judgment that are subject does not relate solely to monetary damages arising from, any such Proceedingclaim or Legal Proceeding by a third party without the Indemnified Party's prior written consent, or otherwise which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Article XI.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to any matter referred be made against the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Buyers holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full and unconditional release of the Indemnitee, from all Liability with liability in respect to such Claim, action and proceeding. The failure to deliver written notice to the matters Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is materially prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except as otherwise provided in (a) If there occurs an event that either party asserts is an indemnifiable event pursuant to Section 12.36.1 or 6.2, promptly after receipt by a the party entitled to seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) shall promptly provide notice (the “Notice of written notice Claim”) to the other party or parties obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any Liability of the assertion or Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementthereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known not be liable to the Indemnitee to hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the party obligated to indemnify Indemnitee (Indemnitee, in connection with the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodefense thereof other than reasonable costs of investigation; provided, however, that failure of if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to keep result in a conflict of interest, then the Indemnitor reasonably informed as provided herein Indemnitee shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any Proceeding if (a) such claim or litigation, shall, except with the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion written consent of outside counsel to the each Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement that does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the claimant Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the plaintiff Indemnitee or conferences with representatives of a full and unconditional release or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, from all Liability with respect to settle any Claim on terms that provide for (i) a criminal sanction against the matters that are subject to such Proceeding, Indemnitee or otherwise shall have been approved by (ii) injunctive relief affecting the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided in Section 12.3(a) If any Buyer Indemnified Party or any Seller Indemnified Party (hereinafter an “Indemnified Party”) shall Claim to have suffered any Losses (other than with respect to any Claim asserted, promptly after receipt demand or other Action by any Person who is not a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (hereinafter a “Third-Party Claim”)) for which indemnification is available under Section 10.02 or Section10.03, as the case may be, the Indemnified Party shall notify the party required to provide indemnification (hereinafter an “IndemniteeIndemnifying Party”) in writing of such Claim. Any written notice provided by an Indemnified Party to an Indemnifying Party of a Claim for which indemnification is available hereunder shall describe the nature of such Claim, the facts and circumstances that give rise to such Claim and the amount of the Losses attributable to such Claim if reasonably ascertainable at the time such Claim is made (or if not then reasonably ascertainable, the maximum amount of such Claim reasonably estimated by the Indemnified Party). In the event that within twenty (20) days after the receipt by the Indemnifying Party of such a written notice from the Indemnified Party, the Indemnified Party shall not have received from the Indemnifying Party a written objection to such Indemnification Claim, the Indemnifying Party shall conclusively be deemed to have agreed that it is liable to indemnify the Indemnified party for the full amount of all Losses arising with respect to the Claim described in the written notice which is delivered to the Indemnifying Party with respect to any such Indemnification Claim, including the amount of the Losses specified by the Indemnified Party in the written notice of the assertion Indemnification Claim which is delivered to the Indemnifying Party. Notwithstanding anything to the contrary contained in Section 10.02 or the commencement of any Proceeding Section 10.03 hereof, an Indemnifying Party shall have no obligation to indemnify an Indemnified Party with respect to any matter referred to in Sections 14.1 a Breach of Seller Rep Claim or 14.2 or in any other applicable provision a Breach of this Agreement, Buyer Rep Claim unless the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light required to be delivered by the Indemnified Party pursuant to this Section 10.04(a) is delivered prior to the expiration of the circumstances then known applicable survival period provided for in Section 10.01 hereof for the representation and warranty giving rise to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure Breach of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant Seller Rep Claim or the plaintiff Breach of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedBuyer Rep Claim.

Procedures for Indemnification. Except as otherwise provided (i) If any suit, action, proceeding, investigation, claim or demand shall be brought or asserted by any third person (including, without limitation, any Governmental Body) (a “Third Party Claim”) against any Person in respect of which indemnity may be sought pursuant to Section 12.38(a) or Section 8(b), promptly such person (the “Indemnified Person”) shall notify the Person against whom such indemnity may be sought (the “Indemnifying Person”) in writing in reasonable detail of the Third Party Claim within 30 days after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision such Indemnified Person of this Agreement (the “Indemnitee”) of written formal notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Third Party Claim, the Indemnitee and, thereafter, such Indemnified Person shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known promptly forward to the Indemnitee Indemnifying Person a copy of all notices and documents (including court papers) received by the Indemnified Person pursuant to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseParty Claim; provided, however, that the Indemnitor failure to give such notification within 30 days after such receipt of formal notice and the failure to forward a copy of such notices and documents shall not have affect the right obligations of the Indemnifying Person or the rights of the Indemnified Person except to the extent the Indemnifying Person has actually been prejudiced in a material way as a result of such failure. Upon the receipt by the Indemnifying Person of notice of a Third Party Claim, the Indemnifying Person may elect to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available such Third Party Claim by promptly delivering a notice to the Indemnitor, and, in Indemnified Person of the reasonable opinion assumption of outside such defense and to retain defense counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely Indemnified Person. Any election made by an Indemnifying Person to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of a Third Party Claim shall not be deemed an acknowledgement that such Third Party Claim is subject to indemnification under this Section 8. If the Indemnifying Person so elects to assume the defense of a Third Party Claim, then (i) the Indemnified Person may participate in such defense and employ counsel, at such Indemnified Person’s expense, separate from the reasonably acceptable counsel employed by the Indemnifying Person, but the Indemnifying Person shall control such defense and shall not be liable to such Indemnified Person for the fees and expenses of the separate counsel retained by such Indemnified Person, and (ii) the Indemnified Person and any Proceedingother Indemnified Persons will cooperate with the Indemnifying Person in such defense, including by providing, upon the Indemnitee reasonable request of the Indemnifying Person, books, records, contractual agreements, maintenance histories and all other reasonably necessary items (including the computer systems housing such information) and by making available employees on a mutually convenient basis. The Indemnifying Person shall not be liable for any settlement of any Third Party Claim effected without its prior written consent. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened Third Party Claim in respect of which such Indemnified Person is or could have been a party, or is or could have been subject, and in respect of which indemnity is or could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all Losses related to the subject matter of such pending or threatened Third Party Claim. The Indemnifying Party shall, at any time, be entitled to participate elect to no longer defend a Third Party Claim; provided, that the Indemnifying Person shall reasonably assist in any Proceeding at its expense, transitioning the defense of such Third Party Claim back to the Indemnified Person and that the Indemnitor Indemnifying Person shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff be entitled to make a claim for reimbursement of a full and unconditional release expenses incurred in connection with its assumption of the Indemnitee, from all Liability with respect to the matters that are subject to defense of such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedThird Party Claim.

Procedures for Indemnification. Except as otherwise (a) If any Buyer Indemnified Person or Seller Indemnified Person (each an “Indemnified Person”) shall claim indemnification hereunder for any claim (other than a third party claim) for which indemnification is provided in Section 12.39.1 above, promptly after receipt by Buyer (on behalf of a party entitled to indemnification under Sections 14.1 Buyer Indemnified Person) or 14.2 or any other provision Seller (on behalf of this Agreement (the “Indemnitee”a Indemnified Person) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or shall promptly, and in any other applicable provision event within fifteen (15) days after it first becomes aware of this Agreementfacts which give rise to the basis for such claim, the Indemnitee shall give written notice describing (a “Notice of Claim”) to Seller or Buyer, as applicable (each, an “Indemnifying Person”), setting forth the basis for such claim or Proceeding demand and the nature and preliminary estimated amount of the claim, all in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodetail; provided, however, that failure no delay in providing such Notice of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations Claim will affect an Indemnified Person’s rights hereunder except (and only then to the extent that that) the Indemnitor Indemnifying Person is materially and adversely prejudiced thereby. If an Indemnifying Person disputes any Proceeding claim set forth in the Notice of Claim, it shall deliver to such Indemnified Person that has given the Notice of Claim written notice indicating its dispute of such Notice of Claim (an “Objection Notice”) within forty-five (45) days after the date the Notice of Claim is commenced against any Indemnitee by a Third Partygiven (the “Response Period”). Following the receipt of an Objection Notice during the Response Period, the Indemnitor Indemnified Person and the Indemnifying Person shall be entitled attempt in good faith to participate in agree upon the rights of the respective parties with respect to each of such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, claims in the reasonable opinion Notice of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)Claim. If the IndemnitorIndemnified Person and the Indemnifying Person should so agree, shall assume the defense of any Proceeding, the Indemnitee a memorandum setting forth such agreement shall be entitled to participate in any Proceeding at its expense, prepared and signed by all Parties and the Indemnitor Indemnifying Person shall not settle promptly pay such Proceeding unless Losses as are set forth in such memorandum. If the settlement shall include Indemnified Person and the Indemnifying Person are unable to resolve such dispute after good faith discussions within forty-five (45) days (as an unconditional term thereof the giving may be extended by the claimant or the plaintiff of a full and unconditional release agreement of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the IndemniteeParties) following delivery of an Objection Notice, such approval not to dispute shall be unreasonably withheldresolved by a court of competent jurisdiction in accordance with Section 11.5 hereof. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, conditioned or delayedMARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Procedures for Indemnification. Except If any action, suit or proceeding ------------------------------ shall be commenced against, or any claim or demand be asserted against, Seller or Buyer, as otherwise provided the case may be, in Section 12.3, promptly after receipt by a party respect of which Seller or Buyer is entitled to demand indemnification under Sections 14.1 or 14.2 or any this Section 11, then as a condition precedent thereto, the party seeking indemnification ("Indemnitee") shall promptly notify the other provision of this Agreement party ("Indemnitor") in writing to that effect, and with reasonable particularity and with reference to the “Indemnitee”applicable provision(s) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the The Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense entire control of any Proceeding if (a) the Indemnitee shall have one defense, compromise or more legal settlement of such action, suit, proceeding or equitable defenses available to it which are different from or in addition to those available claim and including the selection of counsel, subject to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests right of the Indemnitee because such interests would be to participate (at its expense and with counsel of its choice) in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope defense, compromise or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice settlement of such Proceeding). If the Indemnitoraction, shall assume the defense of any Proceedingsuit, proceeding, claim or demand, and in connection therewith, the Indemnitee shall be entitled to participate cooperate fully at Indemnitor's expense in all respects with the Indemnitor in any Proceeding at its expensesuch defense, and compromise or settlement. The Indemnitor will not compromise or settle any such action, suit, proceeding, claim or demand without the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release prior written consent of the Indemnitee, from all Liability with respect to which consent will not be unreasonably withheld or delayed. So long as the matters that are subject to Indemnitor is defending in good faith any such Proceedingaction, suit, proceeding, claim or otherwise shall have been approved demand asserted by a third party against the Indemnitee, the Indemnitee shall not settle or compromise such approval action, suit, proceeding, claim or demand without the prior written consent of the Indemnitor, which consent will not to be unreasonably withheld, conditioned withheld or delayed. The Indemnitee shall make available to the Indemnitor or its agents all records and other materials in the Indemnitee's possession reasonably required for contesting any third party claim or demand. If the Indemnitor shall fail to promptly and adequately defend any such action, suit, proceeding, claim or demand, then the Indemnitee may defend, through counsel of its own choosing, such action, suit, proceeding, claim or demand and (so long as Indemnitee gives the Indemnitor at least ten (10) days' notice of the terms of the proposed settlement thereof and permits the Indemnitor to then undertake the defense thereof if Indemnitor objects to the proposed settlement) to settle such action, suit, proceeding, claim or demand and to recover from the Indemnitor the amount of such Losses.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by (a) If a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement Article 10 (the an “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the asserts that a party obligated to indemnify Indemnitee it under this Article 10 (the an “Indemnitor”)) has become obligated to such Indemnitee pursuant to Section 10.2 or 10.3, and thereafter shall keep or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor reasonably informed with respect thereto; providedmay become obligated to an Indemnitee under Section 10.2 or 10.3, however, that failure of the such Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except give prompt written notice thereof to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the failure of the Indemnitee to give notice to the Indemnitor shall not release the Indemnitor of its indemnification obligations hereunder, except to the extent the Indemnitor shall have been prejudiced by such failure. The Indemnitor shall have the right, but not the obligation, to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense. If the Indemnitor so elects to defend, contest or otherwise protect the Indemnitee, the Indemnitee shall (i) make available to the Indemnitor all relevant books and records in its possession and (ii) cooperate and assist the Indemnitor to the extent reasonably possible. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee’s choice. If the Indemnitor fails to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall have the right to assume do so, including, without limitation, the defense of right to make any Proceeding if (a) the Indemnitee shall have one compromise or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitorsettlement thereof, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, and the Indemnitee shall be entitled to participate in any Proceeding at its expenserecover the entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the Indemnitor shall not settle result of such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant suit, action, investigation, claim or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedproceeding.

Procedures for Indemnification. Except as otherwise provided Whenever a Claim shall arise for indemnification resulting from or in Section 12.3, promptly after receipt connection with a Claim by a third party (a “Third-Party Claim”), the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis of such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoClaim; provided, however, that failure of to notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been prejudiced therebyby such failure. If Following receipt of notice of any Proceeding is commenced against any Indemnitee such Third-Party Claim, and unless the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third Partyconflict of interest, the Indemnitor Indemnifying Party shall be entitled have the option, at its cost and expense, to participate in such Proceeding and assume the defense thereof at of such Third-Party Claim and to retain counsel (not reasonably objected to by the Indemnitor’s sole expense; providedIndemnified Party) to defend any such claim or legal proceeding, however, that and the Indemnitor Indemnifying Party shall not be liable to the Indemnified Party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. In the defense of such Claim, the Indemnifying Party shall act in good faith and conduct the defense actively and diligently, and in the event the Indemnifying Party is not complying with the foregoing, the Indemnified Party shall have the right to assume the defense of any Proceeding if (a) the Indemnitee such Claim. The Indemnified Party shall have one or more legal or equitable defenses available the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to it which are different from or in addition to those available by the Indemnifying Party and counsel for each party shall, to the Indemnitorextent consistent with such counsel’s professional responsibilities, andcooperate with the other party and any counsel designated by that party. In effecting the settlement or compromise of, in the reasonable opinion of outside counsel or consenting to the Indemniteeentry of any judgment with respect to, counsel for any such Third-Party Claim with respect to which the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have Indemnifying Party has assumed the defense of in accordance with this Section 11.5, the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If Indemnifying Party, or the IndemnitorIndemnified Party, as the case may be, shall assume act in good faith, shall consult with the defense other party and shall enter into only such settlement or compromise or consent to the entry of any Proceeding, judgment as the Indemnitee other party shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemniteeconsent, such approval consent not to be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (a) there is a full release of the Indemnified Party and (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement, compromise or judgment entered into by the Indemnified Party not made in accordance with the preceding sentence. Notwithstanding the rights of Sellers under this Section 11.5 with respect to the defense of claims, the Buyer shall control any environmental remediation performed at the Channelview Facility, and shall have the right to take any action required, in Buyer’s reasonable judgment, by prudent environmental management and plant operation. Notwithstanding anything to the contrary in this Section 11.5, the Parties shall jointly control any Tax Proceeding involving Taxes attributable to a Straddle Period.

Procedures for Indemnification. Except (a) THIRD PARTY CLAIMS. If a claim or demand is made against an IMS Indemnitee or a ST Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled portion relating to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except as otherwise provided in (a) A party seeking indemnification pursuant to Section 12.39.1, promptly after receipt by a 9.2A or 9.2B (an "INDEMNIFIED PARTY") shall give prompt notice to the party entitled to from whom such indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement is sought (the “Indemnitee”"INDEMNIFYING PARTY") of written notice of the assertion of any claim or assessment, or the commencement of any Proceeding with action, suit, audit or proceeding, by a third party in respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee which indemnity may be sought hereunder (the “Indemnitor”a "THIRD PARTY CLAIM"), and thereafter shall keep will give the Indemnitor reasonably informed Indemnifying Party such information with respect thereto; providedthereto as the Indemnifying Party may reasonably request, however, that but no failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notice shall not relieve the Indemnitor Indemnifying Party of its obligations any liability hereunder (except to the extent that the Indemnitor is prejudiced Indemnifying Party has suffered actual prejudice thereby). If any Proceeding is commenced against any Indemnitee by a Third Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within seven days after the Indemnitor 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. The Indemnifying Party shall be entitled have the right, exercisable by written notice to participate in such Proceeding and the Indemnified Party within thirty days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume the defense thereof at of such Third Party Claim, using counsel selected by the Indemnitor’s sole expense; providedIndemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, howeverthe Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, that so long as the Indemnitor shall not have Indemnifying Party is actively defending such Third Party Claim. Regardless of whether the right Indemnifying Party elects to assume the defense of any Proceeding if (a) such Third Party Claim, so long as the Indemnitee Indemnifying Party shall have one or more legal or equitable defenses available to it which paid all documented costs and expenses of the Indemnified Parties that are different from or indemnifiable hereunder (and that are not in addition to those available dispute in good faith) relating to the Indemnitorapplicable Third Party Claim, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor Indemnified Party shall not have assumed the defense of the Proceeding in a timely fashion (but in admit any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability liability with respect to the matters that are subject to such Proceedingto, or otherwise shall have been approved by the Indemniteesettle, compromise or discharge, such approval Third Party Claim without the Indemnifying Party's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement hereunder (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any matter referred to in Sections 14.1 11.2 or 14.2 or in any other applicable provision of this Agreement11.3, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee thereof to the party obligated to indemnify Indemnitee (the “Indemnitor”), which notice shall include a description of the Proceeding, the amount thereof (if known and quantifiable) and the basis for the Proceeding, and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep give the Indemnitor reasonably informed notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If A claim for indemnification for any matter not involving a third-party Proceeding may be asserted by notice to the party from whom indemnification is commenced against any Indemnitee by a Third Party, the sought and shall be paid promptly after such notice. Any Indemnitor shall be entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right by appointing a nationally recognized and reputable counsel reasonably acceptable to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.the lead counsel in connection with such defense; provided that:

Procedures for Indemnification. Except as otherwise provided If an Indemnified Party intends to seek indemnification pursuant to this Article IV, such Indemnified Party shall promptly provide written notice to the party from whom indemnification is being sought (the “Indemnifying Party”), in writing in accordance with Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision 7.1 of such claim describing such claim in reasonable detail including the sections of this Agreement (which form the “Indemnitee”) basis for such claim, copies of all material written notice evidence thereof and the estimated amount of the assertion Indemnifiable Losses that have been or may be sustained by the Indemnified Party; provided, that the failure to provide such notice shall only affect the obligations of the Indemnifying Party unless and to the extent it is actually materially prejudiced thereby. In particular, in case of any investigation or audit for which indemnification of an Indemnified Party under this Article IV is reasonably likely, such Indemnified Party shall inform the Indemnifying Party at the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 such investigation or 14.2 or in any other applicable provision of this Agreementaudit, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent practical, so that the Indemnitor is prejudiced therebyIndemnifying Party may participate therein. If any Proceeding is commenced against any Indemnitee In the event that such claim involves a claim by a Third third party against the Indemnified Party, the Indemnitor Indemnifying Party shall be entitled have 20 days after receipt of such notice to participate decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall cooperate with the Indemnifying Party in connection with the settlement or defense of such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseclaim; provided, however, that the Indemnitor Indemnified Party may participate in such settlement or defense through counsel chosen by it; provided, further, that the fees and expenses of such counsel shall not have be borne by the right to assume the defense of any Proceeding Indemnified Party; provided, further, that if (a) the Indemnitee shall have one there exists or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have exist a material adverse effect on any other matter beyond conflict of interest that would make it inappropriate in the scope or limits reasonable judgment of the indemnification obligation of Indemnified Party for the Indemnitor; or (c) same counsel to represent both the Indemnitor shall not have assumed Indemnified Party and the defense of Indemnifying Party, then the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee Indemnified Party shall be entitled to participate retain one law firm at the Indemnifying Party’s expense. Notwithstanding anything in this Section 4.4 to the contrary, the Indemnifying Party may, without the consent of the Indemnified Party, settle or compromise any Proceeding at its expenseaction or consent to the entry of any judgment which is solely for money damages, and the Indemnitor shall not settle such Proceeding unless the settlement shall include which includes as an unconditional term thereof the giving delivery by the claimant or plaintiff to the plaintiff Indemnified Party of a full and unconditional duly executed written release of the Indemnitee, Indemnified Party from all Liability with liability in respect of such action, which release shall be reasonably satisfactory in form and substance to counsel for the matters that are subject Indemnified Party, and which does not involve an admission of guilt or liability. So long as the Indemnifying Party has agreed to undertake, conduct and control the settlement or defense of any such Proceedingclaim and is contesting any such claim in good faith, the Indemnified Party shall not pay or otherwise settle any such claim without the written consent of the Indemnifying Party, which consent shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned withheld or delayed.

Procedures for Indemnification. Except as otherwise provided in (d) If there occurs an event that a Party asserts is an indemnifiable event pursuant to Section 12.35.1 or 5.2, promptly after receipt by a party entitled to the Party seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) shall promptly provide notice (the “Notice of written notice Claim”) to the other Party or Parties obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any Liability of the assertion or Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementthereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known not be liable to the Indemnitee to hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the party obligated to indemnify Indemnitee (Indemnitee, in connection with the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodefense thereof other than reasonable costs of investigation; provided, however, that failure of if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to keep result in a conflict of interest, then the Indemnitor reasonably informed as provided herein Indemnitee shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any Proceeding if (a) such claim or litigation, shall, except with the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion written consent of outside counsel to the each Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement that does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the claimant Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the plaintiff Indemnitee or conferences with representatives of a full and unconditional release or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, from all Liability with respect to settle any Claim on terms that provide for (i) a criminal sanction against the matters that are subject to such Proceeding, Indemnitee or otherwise shall have been approved by (ii) injunctive relief affecting the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except Other than as otherwise provided set forth in Section 12.37.13(e) and (f), promptly after receipt by if a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement Section 9 (the an “Indemnitee”) asserts that a party obligated to indemnify it under this Section 9 (an “Indemnitor”) has become obligated to such Indemnitee pursuant to Section 9.2 or 9.3, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of written notice of which the assertion or the commencement of any Proceeding with respect Indemnitor may become obligated to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementan Indemnitee hereunder, the such Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnitor shall not release the Indemnitor of its indemnification obligations hereunder, except to the extent the Indemnitor shall have been materially prejudiced by such failure. The Indemnitor agrees to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense subject to the provisions of this Section 9. The Indemnitor shall have the right sole power to assume direct and control the defense of any Proceeding if such suit, action, investigation, claim or proceeding. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee’s choice. The Indemnitee shall make available all information and assistance that the Indemnitor may reasonably request and shall fully cooperate with the Indemnitor in such defense, including with respect to indemnification with respect to Taxes, providing powers of attorney authorizing Leucadia or its designee to control and take action in connection with any such Taxes. In the event of a failure of the Indemnitee to provide cooperation as required under this Section 9.4, the Indemnitor’s obligation to indemnify the Indemnitee shall be reduced to the extent of the Losses with respect to which the Indemnitor’s ability to defend against the action, investigation, claim or proceeding underlying such indemnification obligation has been prejudiced by such failure. The Indemnitor shall not compromise or settle any such suit, action, investigation, claim or proceeding unless (ax) such compromise or settlement is on exclusively monetary terms and shall be paid entirely by the Indemnitor (subject to the provisions of Section 9.2(b)(i) and (ii) and 9.3(b)(i) and (ii), which shall be controlling) and the Indemnitee receives an unconditional release in such compromise or settlement or (y) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or consented in addition to those available writing to the Indemnitorterms of such compromise or settlement, andwhich consent shall not unreasonably withheld; provided, in the reasonable opinion of outside counsel to the Indemniteehowever, counsel for the Indemnitor could not adequately represent the interests of that if the Indemnitee because such interests would be in conflict with those of fails to consent thereto, the Indemnitor; (b) ’s liability with respect to such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed exceed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)proposed settlement amount. If the IndemnitorIndemnitor fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall assume have the defense of right to do so, including, without limitation, the right to make any Proceedingcompromise or settlement thereof, and the Indemnitee shall be entitled to participate in any Proceeding at its expense, and recover the entire cost thereof from the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect subject to the matters that are subject to provisions of this Section 9, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such Proceedingsuit, action, investigation, claim or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedproceeding.

Procedures for Indemnification. Except as otherwise provided in Section 12.3(a) An Indemnified Party shall, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (following the “Indemnitee”) of written notice of the assertion or the commencement discovery of any Proceeding with respect matter that may give rise to any matter referred to Losses, notify the Indemnifying Party in Sections 14.1 or 14.2 or in any other applicable provision writing of this Agreementits claim for indemnification for such Losses, the Indemnitee shall give written notice describing such claim or Proceeding specifying in reasonable detail in light the nature of such Losses and the amount of the circumstances then known Losses estimated to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseaccrue therefrom; provided, however, that the Indemnitor Indemnified Party’s failure to so notify the Indemnifying Party shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article VII, except to the extent (and solely to the extent) that the Indemnifying Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt of such request, all information and documentation reasonably requested by the Indemnifying Party with respect to such Losses. Following notification to the Indemnifying Party pursuant to this Section 7.6, the Indemnified Party may, at the sole expense and liability of the Indemnifying Party, exercise full control of the defense, compromise, or settlement of any Legal Proceeding that may give rise to a claim for indemnification under this Article VII, unless and until the Indemnifying Party (i) delivers a written confirmation to such Indemnified Party that the indemnification provisions of this Article VII are applicable to such Legal Proceeding and that, subject to the other provisions of this Article VII, the Indemnifying Party shall indemnify such Indemnified Party in respect of such Legal Proceeding pursuant to the terms of this Article VII; (ii) notifies such Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof and thereafter conducts the defense actively and diligently; and (iii) retains legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Legal Proceeding. Notwithstanding anything to the contrary in the immediately preceding sentence, the Indemnifying Party shall not have the any right to assume the defense of any Proceeding such Legal Proceeding, if (a1) such Legal Proceeding seeks an injunction or other equitable relief and not money damages only; or (2) the Indemnitee shall have one settlement or more legal compromise of, or equitable defenses available to it which are different from or in addition to those available to the Indemnitoran adverse judgment with respect to, andsuch Legal Proceeding is, in the reasonable opinion good faith judgment of outside counsel the Indemnified Party, likely to establish a precedent, custom or practice materially adverse to the Indemnitee, counsel for continuing business interests or the Indemnitor could not adequately represent the interests reputation of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedIndemnified Party.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by If a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement Section 10 (the “an "Indemnitee”") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the asserts that a party obligated to indemnify it under this Section 10 (an "Indemnitor") has become obligated to such Indemnitee pursuant to Section 10.2 or 10.3, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder (the “Indemnitor”a "Third Party Claim"), and thereafter such Indemnitee shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except give prompt written notice thereof to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnitor shall not release the Indemnitor of its indemnification obligations hereunder, except to the extent the Indemnitor shall have been prejudiced by such lack of timely and adequate notice. The Indemnitor shall have the right, but not the obligation, upon written notice to the Indemnitee within 15 days of receipt of notice of commencement of a Third Party Claim, to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnitee from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnitee other than solely the payment of money damages for which the Indemnitee will be indemnified hereunder. If the Indemnitor so elects to defend, contest or otherwise protect the Indemnitee, the Indemnitee shall (i) make available to the Indemnitor all relevant books and records in its possession and (ii) cooperate and assist the Indemnitor to the extent reasonably possible. The Indemnitee shall have the right, but not the obligation, to participate in the defense thereof by counsel of the Indemnitee's choice, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee, and the Indemnitee reasonably determines, based upon a written opinion of outside counsel, that representation by counsel to the Indemnitor of both the Indemnitee and the Indemnitor may present such counsel with a conflict of interest. If the Indemnitor fails to defend, contest or otherwise protect against such Third Party Claim, the Indemnitee shall have the right to assume do so, including, without limitation, the defense of right to make any Proceeding if (a) the Indemnitee shall have one compromise or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitorsettlement thereof, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, and the Indemnitee shall be entitled to participate in any Proceeding at its expenserecover the entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the Indemnitor result of such suit, action, investigation, claim or proceeding; provided that the Indemnitee shall not compromise or settle any such Proceeding unless suit, action, investigation, claim or proceeding without the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release prior written consent of the IndemniteeIndemnitor, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise which consent shall have been approved by the Indemnitee, such approval not to be unreasonably withheld. In the event of any conflict between the provisions of this Section 10.4 and the provisions of Section 9, conditioned or delayedthe provisions of Section 9, as they relate solely to Tax liabilities, shall govern.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 or 14.2 or any other provision this Section 9 of this Agreement (the “Indemnitee”) of written notice of the assertion or any Claim, the commencement of any Proceeding with respect to Action, or the discovery of any matter referred to in Sections 14.1 facts or 14.2 circumstances which could reasonably result in, if not attended to, a Claim or in commencement of any other applicable provision of this AgreementAction, the Indemnitee shall give written notice describing such claim indemnified party shall, if a Claim in respect thereof is to be or Proceeding may be made against the indemnifying party under this Section 9, notify the indemnifying party in reasonable detail in light writing of the circumstances then known Claim, the commencement of that Action or state of facts of circumstances; provided that, the failure to notify the Indemnitee to the indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve it from any Liability which it may have to the Indemnitor of its obligations hereunder indemnified party, except to the extent that the Indemnitor it is actually prejudiced therebyas a result of such delay. If any Proceeding is commenced such Claim shall be brought against any Indemnitee by a Third Partyan indemnified party, and it shall notify the indemnifying party thereof, the Indemnitor indemnifying party shall be entitled to participate at its cost and expense jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any such Proceeding Claim. With respect to any such Claim relating solely to the payment of money damages and assume which will not result in the defense thereof at indemnified party's becoming subject to injunctive or other relief or otherwise materially adversely affect the Indemnitor’s business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole expenseright to defend, settle or otherwise dispose of such claim on such terms as the indemnifying party, in its sole discretion, shall deem appropriate; provided, howeverhowever that the indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any such claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be materially adversely affected in any manner; and provided, further, that if the Indemnitor indemnified party has elected to be represented by separate counsel pursuant to the proviso to the following sentence, such settlement or compromise shall be effected only with the consent of the indemnified party, which consent shall not have be unreasonably withheld. After notice from the right indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any Proceeding if (a) legal or other expenses subsequently incurred by the Indemnitee indemnified party in connection with the defense thereof. The indemnified party shall have one or more legal or equitable defenses available the right to employ counsel to represent it which are different from or in addition to those available to the Indemnitor, andif, in the indemnified party's reasonable opinion judgment, it is advisable for the indemnified party to be represented by separate counsel, and in that event the fees and expenses of outside such separate counsel shall be paid by the indemnified party. The parties each agree to render to the Indemnitee, counsel for other parties such assistance as may reasonably be requested in order to insure the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the proper and adequate defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant claim or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedproceeding.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 Section 10.01 or 14.2 or any other provision 10.02 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with action for which indemnification may be available under Section 10.01 or 10.02, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such action, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure to do so to notify the Indemnitee to the indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any Proceeding other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel, if (a) the Indemnitee shall have indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more legal or equitable defenses available to it which are different from or in addition to those and not available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed indemnifying party. If an indemnifying party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Proceeding in a timely fashion indemnifying party without the indemnified party's consent (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor which shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.be

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a (a) No party entitled to hereto will be liable for any Claim for indemnification under Sections 14.1 or 14.2 or any other provision this Article IX unless written notice of this Agreement a Claim for indemnification is delivered by the party seeking indemnification (the “IndemniteeIndemnified Party”) of written notice to the Party from whom indemnification is sought (the “Indemnifying Party”) prior to the expiration of the assertion or applicable survival period, if any, set forth in Section 9.1. If any third party notifies the commencement of any Proceeding Indemnified Party with respect to any matter referred which may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article IX, then the Indemnified Party will notify the Indemnifying Party promptly thereof in Sections 14.1 or 14.2 or writing and in any other applicable provision event within 15 days after receiving notice from a third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby. All notices given pursuant to this AgreementSection 9.4 will describe with reasonable specificity the Third Party Claim and the basis of the Indemnified Party’s Claim for indemnification. Once the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known Indemnifying Party will be entitled to participate therein and, to the Indemnitee extent desired, to assume the party obligated to indemnify Indemnitee (the “Indemnitor”)defense thereof with counsel of its choice, and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure the Indemnified Party may participate (but not control) such defense and after notice of its election to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of the Indemnitee to keep Third Party Claim, other than reasonable costs of investigation, unless the Indemnitor reasonably informed as provided herein shall Indemnifying Party does not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and actually assume the defense thereof at following notice of such election. If the Indemnitor’s sole expense; providedIndemnifying Party does not assume the defense of such Third Party Claim, however, that the Indemnitor shall not Indemnified Party will have the right to undertake the defense of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the limitations on the Indemnifying Party’s obligations to indemnify otherwise set forth in this Article IX and to the right of the Indemnifying Party to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject opposition to such ProceedingThird Party Claim at any time prior to settlement, compromise or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedfinal determination thereof).

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 sections 7.1 or 14.2 or any other provision 7.2 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with action for which indemnification may be available under section 7.1 or 7.2 such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such section, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure so to notify the Indemnitee to the indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; providedindemnifying party to such indemnified party of its election so to assume the defense thereof, however, that the Indemnitor indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel, if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more defenses available to it and not available to the indemnifying party. If an indemnifying party assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of 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 or (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it does not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend such action, but the indemnifying party shall have the right to assume the defense participate in such action and not be bound by any determination of an action so defended or any Proceeding if compromise or settlement thereof effected without its consent (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed).

Procedures for Indemnification. Except as otherwise provided in Section 12.3If any action, promptly after receipt suit or proceeding will be commenced by a third party against, or any claim or demand be asserted against, Seller or Restrac, as the case may be, in respect of which Seller or Restrac is entitled to demand indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision Section 11 of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to as a condition precedent thereto, the party obligated seeking indemnification ("INDEMNITEE") will promptly notify the other party ("INDEMNITOR") in writing to indemnify Indemnitee (the “Indemnitor”), that effect and thereafter shall keep the with reasonable particularity. The Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not will have the right to assume the defense control of any Proceeding if (a) the Indemnitee shall have one defense, compromise or more legal settlement of such action, suit, proceeding or equitable defenses available to it which are different from or in addition to those available claim, including the selection of counsel, subject to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests right of the Indemnitee because to participate (at its own expense and with counsel of its choice) in the defense, compromise or settlement of such interests would be action, suit, proceeding, claim or demand, and in conflict connection therewith the Indemnitee will cooperate fully in all respects with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)defense, compromise or settlement. If The Indemnitor will not compromise or settle any such action, suit, proceeding, claim or demand without the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release prior written consent of the Indemnitee, from all Liability with respect to which consent will not be unreasonably withheld or delayed. So long as the matters that are subject to Indemnitor is defending in good faith any such Proceedingaction, suit, proceeding, claim or otherwise shall have been approved demand asserted by a third party against the Indemnitee, the Indemnitee will not settle or compromise such approval action, suit, proceeding, claim or demand without the prior written consent of the Indemnitor, which consent will not to be unreasonably withheld, conditioned withheld or delayed. The Indemnitee will make available to the Indemnitor or its agents all records and other materials in the Indemnitee's possession reasonably required for contesting any third party claim or demand. If the Indemnitor will fail to promptly and adequately defend any such action, suit, proceeding, claim or demand, or if there is an inherent conflict between the legal or factual positions of Indemnitor and Indemnitee, then the Indemnitee may defend, through counsel of its own choosing, such action, suit, proceeding, claim or demand and (so long as Indemnitee gives the Indemnitor at least ten (10) days' notice of the terms of the proposed settlement thereof and permits the Indemnitor to then undertake the defense thereof if Indemnitor objects to the proposed settlement) to settle such action, suit, proceeding, claim or demand and to recover from the Indemnitor the amount of such losses.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 or 14.2 or any other provision 12.2 and 12.3 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with action for which indemnification may be available under Section 12.2 or 12.3, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such Section, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure so to the Indemnitee to the notify that indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any Proceeding other expenses, in each case incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel if (a) the Indemnitee shall have indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more legal or equitable defenses available to it which are different from or in addition to those and not available to the Indemnitorindemnifying party which defenses result in a conflict of interest. If an indemnifying party assumes the defense of such an action, and, in (a) no compromise or settlement thereof may be effected by the reasonable opinion indemnifying party without the indemnified party's consent (which shall not be unreasonable withheld) unless (i) there is no finding or admission or any violation of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests law or any violation of the Indemnitee because such interests would be in conflict with those rights of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse any person and no effect on any other matter beyond claims that may be made against the scope or limits of the indemnification obligation of the Indemnitor; or indemnified party and (cii) the Indemnitor shall not have assumed the defense of the Proceeding sole relief provided is monetary damages that are paid in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving full by the claimant or indemnifying party and (b) the plaintiff of a full and unconditional release of the Indemnitee, from all Liability indemnifying party shall have no liability with respect to the matters that are subject to such Proceeding, any compromise or otherwise settlement thereof effected without its consent (which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed).

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly 1. Promptly after receipt by a any party entitled to indemnification under Sections 14.1 or 14.2 its directors, officers or any other provision employees (for purposes of this Agreement (the Section XV(B), each, and collectively, an “Indemnitee”) of written notice of any Action which may give rise to Losses for which indemnity be sought against the assertion or other party (for purposes of this Section XV(B), the commencement “Indemnitor”) under this Article XV (for purposes of any Proceeding with respect to any matter this Section XV(B), such Action is referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementas an “Assertion”), the Indemnitee shall give written notice describing such claim or Proceeding notify the Indemnitor in reasonable detail in light writing of the circumstances then known Assertion, but the failure to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep so notify the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder any liability it may have to the Indemnitee, except to the extent that the Indemnitor is prejudiced has suffered actual prejudice thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the The Indemnitor shall be entitled to participate in and, to the extent the Indemnitor elects by written notice to the Indemnitee within thirty (30) days after receipt by the Indemnitor of notice of such Proceeding and Assertion, to assume the defense thereof of such Assertion, at its own expense, with counsel chosen by it, which shall be reasonably satisfactory to the Indemnitor’s sole expenseIndemnitee; provided, however, that with respect to any Assertion for which indemnity may be sought pursuant to Section XV(A)(1), the Indemnitor shall not be entitled to assume the defense of such Assertion. Rather, the Indemnitor and Indemnitee shall consult with one another and shall agree as to which party shall manage the defense of such Assertion. The party chosen to defend such Assertion shall take all commercially reasonable steps to consult with the other party with respect to the resolution of such Assertion. With respect to any Assertion, the Indemnitee agrees to provide promptly the Indemnitor with (1) notice and copies of any documents served upon the Indemnitee and (2) all reasonable cooperation which the Indemnitor deems necessary to defend any Assertion, including, without limitation, providing the Indemnitor and its outside attorneys access to any potentially relevant documents, information, or individuals within the control of the Indemnitee, other than any privileged documents. If information of the Indemnitee which is not already covered by a secrecy obligation is contained in such documents or information, the Indemnitee and the Indemnitor shall enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that the Indemnitor shall have the right elected by written notice to assume the defense of any Proceeding if (a) Assertion, the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled right to participate in any Proceeding at its expensethe investigation and defense thereof, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved separate counsel chosen by the Indemnitee, but in such approval not to event, the fees and expenses of such separate counsel shall be unreasonably withheld, conditioned or delayedpaid by the Indemnitee.

Procedures for Indemnification. Except as otherwise provided in Whenever a Claim shall arise for indemnification under Section 12.39.02, promptly after receipt by a party the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify in writing the Party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis of such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoClaim; provided, however, that in the event of a Claim for indemnification resulting from or in connection with a Claim by a third party, the Indemnified Party shall give such written notice thereof to the Indemnifying Party not later than ten (10) Business Days prior to the time any response to the third party Claim is legally required, if possible, and in any event within twenty (20) Business Days following receipt of notice thereof (provided, that failure of to timely notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any Liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been actually prejudiced therebyby such failure). If Following receipt of notice of any Proceeding is commenced against any Indemnitee such third party Claim, and unless counsel to the Indemnifying Party shall have reasonably determined in good faith that the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third conflict of interest (in which case the Indemnified Party may continue to defend such Claim at the expense of the Indemnifying Party), the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right option, exercisable by written notice to the Indemnified Party within ten (10) days following receipt by the Indemnifying Party of notice such third party Claim, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any Proceeding if such claim or legal proceeding. Upon such assumption, the Indemnifying Party shall not be liable to the Indemnified Party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof, only to the extent such fees and expenses exceed the Deductible and only to the extent of such excess (or in the event the Deductible has been otherwise satisfied). The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party unless (a) the Indemnitee shall have one or more legal or equitable defenses available Indemnifying Party fails to it which are different from or notify the Indemnified Party in addition writing of its election to those available to the Indemnitordefend as provided in this Section 9.05, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) fails to diligently prosecute the defense of such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; third party Claim or (c) counsel to the Indemnitor Indemnifying Party shall have reasonably determined in good faith that the defense by the Indemnifying Party would be inappropriate due to a conflict of interest) with its own counsel and counsel for each Party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that Party. If the Indemnifying Party elects not have assumed to compromise or defend such third party Claim, fails to notify the Indemnified Party in writing of its election to defend as provided in this Section 9.05, or fails to diligently prosecute the defense of such third party Claim, the Proceeding in a timely fashion (but in Indemnified Party may defend such third party Claim. In effecting the settlement or compromise of, or consenting to the entry of any event within thirty (30) days of notice of judgment with respect to, any such Proceeding). If Claim, the IndemnitorIndemnifying Party, or the Indemnified Party, as the case may be, shall assume act in good faith, shall consult with the defense other Party and shall enter into only such settlement or compromise or consent to the entry of any Proceeding, judgment as the Indemnitee other Party shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemniteeconsent, such approval consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an ------------------------------ indemnified party entitled to indemnification under Sections 14.1 Section 9.01 or 14.2 or any other provision 9.02 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with action for which indemnification is available under Section 9.01 or 9.02, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such section, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure so to notify the Indemnitee to the indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to an indemnified party except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; providedindemnifying party to such indemnified party of its election so to assume the defense thereof, however, that the Indemnitor indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel, if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be a conflict of interest in one counsel's representing both it and the indemnifying party. If an indemnifying party assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld, delayed or conditioned) unless (i) there is no finding or admission of any violation of 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 (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld, delayed or conditioned). If notice is given by an indemnified party to an indemnifying party of the commencement of any action and it 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 thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall have the right to assume the defense participate in such action and not be bound by any determination of an action so defended or any Proceeding if compromise or settlement thereof effected without its consent (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned).

Procedures for Indemnification. Except as otherwise (a) If any Purchaser Indemnified Person or Seller Indemnified Person (each an “Indemnified Person”) shall claim indemnification hereunder for any matter (other than a Third Party Claim) for which indemnification is provided in Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement11.1 above, the Indemnitee Indemnified Person shall promptly give written notice describing (a “Notice of Claim”) to Sellers’ Representative or Purchaser, as applicable, setting forth the basis for such claim or Proceeding and the nature and estimated amount of the claim (to the extent then known by the Indemnified Person), all in reasonable detail in light detail. No delay or failure on the part of the circumstances then known to Indemnified Person in so notifying the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter Indemnifying Person shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor Indemnifying Person of its obligations any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay or failure. Within 20 days after delivery of a Notice of Claim, the Indemnifying Person shall deliver to the Indemnified Person a response, in which the Indemnifying Person shall either: (i) agree that the Indemnitor Indemnified Person is prejudiced therebyentitled to receive all of the claimed amount (in which case the response shall be accompanied by a payment by the Indemnifying Person to the Indemnified Person of such claimed amount, by check or by wire transfer), (ii) agree that the Indemnified Person is entitled to receive a portion of the claimed amount (in which case the response shall be accompanied by a payment by the Indemnifying Person to the Indemnified Person of the amount so agreed upon, by check or by wire transfer; and assert that the Indemnified Person is not entitled to receive the remainder of the claimed amount), or (iii) assert that the Indemnified Person is not entitled to receive any portion of the claimed amount. If any Proceeding is commenced against any Indemnitee by the Indemnifying Person does not deliver a Third Partyresponse within the 20-day period set forth above, the Indemnitor Indemnifying Person shall be deemed to have agreed that the Indemnified Person is entitled to participate in such Proceeding and assume receive all of the defense thereof at claimed amount. Acceptance by the IndemnitorIndemnified Person of partial payment of any claimed amount shall be without prejudice to the Indemnified Person’s sole expense; provided, however, that the Indemnitor shall not have the right to assume claim the defense balance of any Proceeding if such claimed amount. During the 30-day period following the delivery of a response under either clause (aii) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests (iii) of the Indemnitee because such interests would be in conflict with those of preceding sentence, the Indemnitor; Indemnifying Person and the Indemnified Person shall use good faith efforts to resolve the disputed matters (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding“Dispute”). If the Indemnitor, shall assume the defense of any ProceedingDispute is not resolved within such 30-day period, the Indemnitee shall be entitled to participate in any Proceeding at its expense, Indemnifying Person and the Indemnitor Indemnified Person shall not settle such Proceeding unless discuss in good faith the settlement shall include as submission of the Dispute to binding arbitration and the procedures to be followed in connection therewith. In the absence of an unconditional term thereof the giving agreement by the claimant or Indemnifying Person and the plaintiff of a full and unconditional release Indemnified Person to arbitrate the Dispute, either party may seek resolution of the Indemnitee, from all Liability with respect to Dispute in a court having jurisdiction over the matters that are subject to such Proceeding, or otherwise shall have been approved by parties and the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmatter.

Procedures for Indemnification. Except (a) THIRD PARTY CLAIMS. If a claim or demand is made against an NMR Indemnitee or a IMS HEALTH Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementThird Party Claim; PROVIDED, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, howeverHOWEVER, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof at with counsel selected by the Indemnitor’s sole expenseIndemnifying Party; providedPROVIDED that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, howeverthe Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; PROVIDED, that the Indemnitor such Indemnitee shall not have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Proceeding if (a) Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; PROVIDED, HOWEVER, that the Indemnitee shall have one the right to settle, compromise or more legal discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or equitable defenses available discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to it which are different from any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in addition to those available to connection with such Third Party Claim and releases the Indemnitor, and, Indemnitee completely in the reasonable opinion of outside counsel to connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; PROVIDED, counsel for HOWEVER, that the Indemnitor could Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not adequately represent exceed the interests amount that would be required to be paid by or on behalf of the Indemnitee because Indemnifying Party in connection with such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely settlement, compromise or discharge. If an Indemnifying Party elects not to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If foregoing, the Indemnitor, Indemnifying Party shall not be entitled to assume the defense of any ProceedingThird Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnitee Indemnifying Party shall be entitled to participate in any Proceeding at its expense, and assume the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release defense of the Indemnitee, from all Liability with respect portion relating to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except as otherwise provided in Section 12.3An indemnified party asserting a claim must first notify the indemnifying parties. If the indemnifying parties dispute the claim, promptly after receipt by they shall deliver a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event dispute within thirty (30) days of the date on which the notice of Loss was delivered. Any such Proceeding)disputes shall be resolved (if possible) by mediation pursuant to Section 13 below. If any action, suit or proceeding shall be commenced by a third party against, or any claim or demand be asserted by a third party against, any Seller or Cellegy, as the case may be, in respect of which any Seller or Cellegy is entitled to demand indemnification under this Section, then as a condition precedent thereto, the party seeking indemnification ("Indemnitee") shall promptly notify the other party ("Indemnitor, ") in writing to that effect and with reasonable particularity. The Indemnitor shall have the right to assume the defense control of the defense, compromise or settlement of such action, suit, proceeding or claim, including the selection of counsel, subject to the right of the Indemnitee to participate (at its own expense and with counsel of its choice) in the defense, compromise or settlement of such action, suit, proceeding, claim or demand, and in connection therewith the Indemnitee shall cooperate fully in all respects with the Indemnitor in any Proceedingsuch defense, compromise or settlement. The Indemnitor will not compromise or settle any such action, suit, proceeding, claim or demand without the prior written consent of the Indemnitee, which consent will not be unreasonably withheld or delayed. So long as the Indemnitor is defending in good faith any such action, suit, proceeding, claim or demand asserted by a third party against the Indemnitee, the Indemnitee shall not settle or compromise such action, suit, proceeding, claim or demand without the prior written consent of the Indemnitor, which consent will not be entitled unreasonably withheld or delayed. The Indemnitee shall make available to participate the Indemnitor or its agents all records and other materials in the Indemnitee's possession reasonably required for contesting any third party claim or demand. If the Indemnitor elects not to defend any such action, suit, proceeding, claim or demand or fails to promptly and adequately defend any such action, suit, proceeding, claim or demand, or if there is an inherent conflict between the legal or factual positions of Indemnitor and Indemnitee, then the Indemnitee may defend, through counsel of its own choosing, such action, suit, proceeding, claim or demand and (so long as Indemnitee gives the Indemnitor at least ten (10) days' notice of the terms of the proposed settlement thereof and permits the Indemnitor to then undertake the defense thereof if Indemnitor objects to the proposed settlement) to settle such action, suit, proceeding, claim or demand (provided that the Indemnitee uses all reasonable efforts to minimize the extent of such Losses and consults with and cooperates fully in all respects with the Indemnitor in any Proceeding at its expensesuch defense, compromise or settlement) and to recover from the Indemnitor shall not settle the amount of such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of Losses. If Cellegy is the Indemnitee, from then in addition to exercising any other rights or remedies Cellegy may have under this Agreement, at law or in equity, Cellegy shall have the right, at any time, at Cellegy's sole option after Cellegy gives Sellers written notice of Cellegy's intent to do so, to offset and/or withhold all Liability with respect or any part of any amounts payable by Cellegy to Seller that Cellegy considers necessary to satisfy any claim of which Cellegy becomes aware prior to the matters that date such payments are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not made and for which Cellegy is entitled to be unreasonably withheld, conditioned or delayedindemnified hereunder.

Procedures for Indemnification. Except as otherwise provided in Section 12.3Whenever a claim shall arise for indemnification under this Article XI, promptly after receipt by a the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five Business Days following receipt of notice thereof; provided, further, that no delay or failure to give such notice by the Indemnified Party to the Indemnifying Party shall adversely affect any of the Indemnitee to keep other rights or remedies which the Indemnitor reasonably informed as provided herein shall not Indemnified Party has under this Agreement, or alter or relieve the Indemnitor Indemnifying Party of its obligations hereunder obligation to indemnify the Indemnified Party, except to the extent that such delay or failure has materially prejudiced the Indemnitor Indemnifying Party. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice within 30 calendar days, using counsel that is prejudiced therebyreasonably satisfactory to the Indemnified Party; provided, however, that in the event of any claim for indemnification by a Purchaser Indemnified Party resulting from a claim or legal proceeding that is reasonably expected to have a continuing effect in any material respect on the Business or the Purchased Assets, the Indemnified Party shall have the right to control the defense thereof pursuant to the last sentence of this Section 11.4. If an Indemnifying Party assumes the defense of any Proceeding is commenced against any Indemnitee by a Third Partysuch claim or Legal Proceeding, the Indemnitor Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at including the Indemnitor’s sole expensesettlement of any case that involves solely monetary damages without the consent of the Indemnified Party; provided, however, that the Indemnitor shall not have Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right to assume of control thereof. The Indemnifying Party, if it has assumed the defense of any claim or Legal Proceeding if by a third party as provided herein, shall not consent to, or enter into, any compromise or settlement of (awhich settlement (i) commits the Indemnitee shall have one Indemnified Party to take, or more legal or equitable defenses available to it which are different from or in addition forbear to those available to the Indemnitortake, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; action or (cii) the Indemnitor shall does not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party), from all Liability with respect or consent to the matters entry of any judgment that are subject does not relate solely to monetary damages arising from, any such Proceedingclaim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, or otherwise which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 11.4.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) Tejas Indemnified Party of written notice of the assertion or the commencement of any Proceeding proceeding by a third-party with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementSection 8.01, the Indemnitee Tejas Indemnified Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known thereof to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)Holders, and thereafter shall keep the Indemnitor Holders reasonably informed with respect thereto; provided, however, that failure of the Indemnitee Tejas Indemnified Party to keep give the Indemnitor reasonably informed Holders notice as provided herein shall not relieve the Indemnitor Holders of its their obligations hereunder hereunder, except to the extent that the Indemnitor is Holders are prejudiced thereby. A claim for indemnification for any matter not involving a third-party proceeding may be asserted by notice to the Holders and shall be paid promptly after such notice. If the facts pertaining to a Loss arise out of the claim of any Proceeding third party, or if there is commenced any claim against any Indemnitee a third party available by a Third Partyvirtue of the circumstances of the Loss, the Indemnitor shall be entitled to participate in such Proceeding and Holders may assume the defense or the prosecution thereof by prompt written notice to the Tejas Indemnified Party, including the employment of counsel or accountants, at its sole cost and expense. In connection therewith, the Indemnitor’s sole expenseHolders shall acknowledge that such claim is the proper subject of indemnification under Section 8.01; provided, however, that the Indemnitor foregoing shall not foreclose the Holders from taking the position that the Loss is governed by Section 8.06 hereof. The Tejas Indemnified Party shall have the right to employ counsel separate from counsel employed by the Holders in any such action and to participate therein, but the fees and expenses of such counsel employed by the Tejas Indemnified Party shall be at its sole cost and expense. Neither the Holders nor the Tejas Indemnified Party shall be liable for any settlement of any such claim effected without their respective prior written consent, which shall not be unreasonably withheld; provided that if the Holders do not assume the defense or prosecution of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event claim as provided above within thirty (30) days of after notice of thereof from the Tejas Indemnified Party, the Tejas Indemnified Party may settle such Proceeding)claim without the Holders' consent. If Whether or not the IndemnitorHolders choose to so defend or prosecute such claim, all the parties hereto shall assume cooperate in the defense of any Proceedingor prosecution thereof and shall furnish such records, the Indemnitee shall be entitled to participate in any Proceeding at its expenseinformation and testimony, and the Indemnitor shall not settle attend such Proceeding unless the settlement shall include conferences, discovery proceedings, hearings, trials and appeals, as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to may be unreasonably withheld, conditioned or delayedreasonably requested in connection therewith.

Procedures for Indemnification. Except as otherwise provided in Section 12.3As used herein, promptly after receipt by an "INDEMNIFIED ------------------------------- PARTY" means a party seeking indemnification pursuant to ARTICLE 10, and the term "INDEMNIFYING PARTY" means the party who is obligated to provide indemnification under ARTICLE 10. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect of a third party (a "THIRD-PARTY CLAIM") of which it has knowledge, for which such Indemnifying Party is entitled to indemnification under Sections 14.1 or 14.2 or any other provision this ARTICLE 10. In the case of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementa Third-Party Claim, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not Indemnifying Party will have the right to assume direct, through counsel of its own choosing, the defense or settlement of any such Third-Party Claim at its own expense. In such case the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party's records and personnel relating to any such Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third-Party Claim, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such access, personnel and cooperation. Upon assumption of the defense of any Proceeding if such Third-Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of any claim or demand arising from such Third-Party Claim, unless the Indemnifying Party consents in writing to such payment (awhich consent will not be unreasonably withheld) the Indemnitee shall have one or more legal unless a final judgment from which no appeal may be taken by or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests on behalf of the Indemnitee because Indemnified Party is entered against the Indemnified Party for such interests would liability. No such Third-Party Claim may be in conflict with those settled by the Indemnifying Party without the written consent of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall Indemnified Party, which consent will not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)be unreasonably withheld. If the IndemnitorIndemnifying Party fails to defend or fails to prosecute or withdraws from such defense, shall assume then the Indemnified Party will have the right to undertake the defense or settlement thereof, at the Indemnifying Party's expense. If the Indemnified Party assumes the defense of any Proceedingsuch Third-Party Claim pursuant to this ARTICLE 10 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnitee shall be entitled Indemnified Party will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party will have the right to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof or assume or reassume the giving by the claimant or the plaintiff defense of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedThird-Party Claim.

Procedures for Indemnification. Except as otherwise provided Any Indemnitee entitled to indemnification pursuant to this Service Mark Xxxense Agreement shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the applicable Third Party Claim promptly (and in any event within 10 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall have full control of such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld); provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases in writing the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related Third Party Claim for money damages. If such equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)portion relating to money damages. If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed8 64 Section 4.04.

Procedures for Indemnification. Except as otherwise provided in (a) If there occurs a Loss that either Party asserts is indemnifiable pursuant to Section 12.35.1 or 5.2, promptly after receipt by a party entitled to the Party seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) shall promptly provide notice (the “Notice of written notice of Claim”) to the assertion other Party or Parties obligated to provide indemnification (the commencement “Indemnifying Party”); provided, that the failure of any Indemnitee to give prompt notice as provided in this Section 5.3 shall not relieve the Indemnifying Party of its obligations under Article V except and only to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such Action or Proceeding with respect to shall be brought against any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, Indemnitee and the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light provide a Notice of Claim to the Indemnifying Party of the circumstances then known commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee to hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the party obligated to indemnify Indemnitee (Indemnitee, in connection with the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodefense thereof other than reasonable costs of investigation; provided, however, that failure of if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to keep result in a conflict of interest, then the Indemnitor reasonably informed as provided herein Indemnitee shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense of against any Proceeding if (a) such asserted liability. In any event, the Indemnitee shall have one or more legal or equitable defenses available the right to it which are different from or participate at its own expense in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)asserted liability. If the Indemnitor, shall assume the defense of any Proceeding, The Indemnifying Party agrees to afford the Indemnitee shall and its counsel the opportunity to be entitled present at, and to participate in in, conferences with all Persons, including any Proceeding at its expenseGovernmental or Regulatory Authority, and asserting any Claim against the Indemnitor Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof Indemnifying Party, without the giving by the claimant or the plaintiff of a full and unconditional release written consent of the Indemnitee, from all Liability with respect consent to the matters that are subject to such Proceeding, or otherwise entry of a judgment (which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed), settle any Claim or consent to the entry of a judgment on any terms other than the payment of money for which the Indemnifying Party is wholly liable.

Procedures for Indemnification. Except as otherwise provided in (a) If there occurs an event for which either Party desires to seek indemnity pursuant to Section 12.310.1 or Section 10.2, promptly after receipt by a party entitled to the Party seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of shall provide written notice (the “Claim Notice”) to the other Party obligated to provide indemnification (the “Indemnifying Party”) as promptly as reasonably practicable, identifying in reasonable detail the basis for the claim and providing supporting evidence thereof. Providing the Claim Notice shall be a condition precedent to any Liability of the assertion or Indemnifying Party hereunder, and the commencement failure to provide written notice as provided herein (including, for the avoidance of any Proceeding doubt, with respect to any matter referred Third-Party Claim) shall not relieve the Indemnifying Party of its obligations hereunder unless such failure materially, adversely and actually prejudices the Indemnifying Party’s ability to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuccessfully defend such matter. Upon receiving notice thereof, the Indemnitee shall give as promptly as reasonably practicable notify the Indemnifying Party of the assertion of any Action instituted by any third party (any such third-party Proceeding being referred to as a “Third-Party Claim”), with respect to which the indemnification set forth in this Article X relates or may relate. Such written notice describing such shall include a description of the claim or Proceeding in reasonable detail in light detail, a good faith calculation (if reasonably practicable) of the circumstances then known loss suffered by the Indemnitee and copies of all notices and court papers in the possession of the Indemnitee relating to such Third-Party Claim (the “Third-Party Claim Notice”). Except for a Third-Party Claim that arises in connection with Taxes that are not solely with respect to a taxable period ending on or before the Closing Date or with respect to a Straddle Period, or any regulatory or criminal proceeding or involving an injunction or other equitable relief against an Indemnitee, the Indemnifying Party shall be entitled, at its sole cost and expense, to control, contest and defend any such Third-Party Claim if, within 15 days of the date that the Indemnifying Party has received such Third-Party Claim Notice, the Indemnifying Party provides written notice to the Indemnitee of its election to assume control of the party obligated defense of such Third-Party Claim in accordance with the provisions of this Section 10.10. Such contest and defense shall be conducted by counsel chosen by the Indemnifying Party, provided that (i) the Indemnitee has not been advised by counsel that an actual or potential conflict exists that would cause a joint representation by counsel chosen by the Indemnifying Party to indemnify Indemnitee (violate applicable ethical and professional rules in connection with the “Indemnitor”)defense of the Third-Party Claim, and thereafter shall keep (ii) the Indemnitor reasonably informed with respect thereto; provided, however, that failure Indemnifying Party conducts the defense of the Indemnitee Third-Party Claim actively and diligently. If the Indemnifying Party elects to keep defend such Third-Party Claim, the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve be liable for the Indemnitor fees and expenses of its obligations hereunder except the Indemnitee’s counsel incurred thereafter to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled elects to participate in such Proceeding and assume defense unless any of the defense thereof at conditions set forth in the Indemnitor’s sole expense; provided, however, that the Indemnitor shall immediately preceding sentence have not have the right to assume the defense of any Proceeding if (a) the been satisfied. The Indemnitee shall have one or more legal or equitable defenses available designate an individual with knowledge of the relevant Third-Party Claim and the underlying facts and issues to it which are different from or in addition act as a resource to those available and main point of contact with the Indemnifying Party with respect to the Indemnitorcontest, and, in defense and administration of such Third-Party Claim. So long as the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding Indemnifying Party is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed conducting the defense of the Proceeding Third-Party Claim in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingaccordance with this Section 10.10, the Indemnitee shall be entitled entitled, at its own cost and expense (which expense shall not constitute a loss) to participate in, but not control, such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnifying Party (A) elects not to control, contest and defend such Third-Party Claim, (B) fails to notify the Indemnitee within the required time period of its election as provided in this Section 10.10 or (C) fails to conduct the defense actively and diligently, the Indemnitee may defend such Third-Party Claim and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim in any Proceeding at its expense, manner it may deem appropriate (and the Indemnitor Indemnitee need not obtain any consent from, the Indemnifying Party in connection therewith). The Party responsible for the defense of such Third-Party Claim shall, to the extent reasonably requested by the other Party, keep such other Party informed as to the status of such claim. The Indemnifying Party shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant admit any liability with respect to, or the plaintiff of a full and unconditional release of settle, compromise or discharge any Third-Party Claim without the Indemnitee, from all Liability with respect to the matters that are subject to ’s prior written consent (such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval consent not to be unreasonably withheld, conditioned or delayed) except that the Indemnifying Party may settle a Third-Party Claim without the consent of the Indemnitee if such settlement includes a full release of the underlying claims (including any Liabilities arising or relating to such claims) involving or against the Indemnitee and its Affiliates and involves no finding or admission of any violation of Law or the rights of any Person and no effect on any other claims may be made against the Indemnitee. Each party shall cooperate and cause their respective Affiliates to cooperate in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any matter referred the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and unconditional release action and proceeding. After indemnification as provided for under this Agreement, the rights of the Indemnitee, from Company shall be subrogated to all Liability rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matters matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except as otherwise provided in Subject to applicable Laws, whenever a Claim shall arise for indemnification under Section 12.38.01, promptly after receipt by a party the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify in writing the Party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis of such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoClaim; provided, however, that in the event of a Claim for indemnification resulting from or in connection with a Claim by a third party, the Indemnified Party shall give such written notice thereof to the Indemnifying Party not later than ten (10) Business Days prior to the time any response to the third party Claim is required, if possible, and in any event within fifteen (15) Business Days following receipt of notice thereof (provided, that failure of to timely notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been actually prejudiced therebyby such failure). If Following receipt of notice of any Proceeding is commenced against any Indemnitee such third party Claim, and unless counsel to the Indemnified Party shall have reasonably determined in good faith that the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third Partyconflict of interest, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any Proceeding if (a) the Indemnitee shall have one such claim or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseproceeding, and the Indemnitor Indemnifying Party shall not settle such Proceeding unless be liable to the settlement shall include Indemnified Party for any fees of other counsel or any other expenses (except as an unconditional term thereof expressly provided to the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability contrary herein) with respect to the matters defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with its own counsel and counsel for each Party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that are subject to such ProceedingParty. In effecting the settlement or compromise of, or otherwise consenting to the entry of any judgment with respect to, any such Claim, the Indemnifying Party, or the Indemnified Party, as the case may be, shall have been approved by act in good faith, shall consult with the Indemniteeother Party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other Party shall consent, such approval consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a Any party entitled to seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement hereunder (the an “Indemnitee”) of shall give prompt written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee against which indemnification is sought (the “Indemnitor”)) of any claims against the Indemnitee as to which a claim for indemnification is to be made hereunder, and thereafter which notice shall keep specify the Indemnitor reasonably informed with respect theretonature of such claim; provided, however, that the failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein provide such prompt written notice shall not relieve affect the Indemnitor of its indemnification obligations hereunder hereunder, except to the extent that the Indemnitor is prejudiced therebyharmed by such failure or delay. If any Proceeding is commenced against any Indemnitee by a Third Party, the The Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume participate, at its own expense, in the defense of any Proceeding if (a) such claim or its settlement, and the Indemnitee shall have one or more legal or equitable defenses available permit the Indemnitor to it which are different from or in addition to those available to take over the Indemnitorinvestigation, and, in the reasonable opinion defense and settlement of outside any such claim with counsel reasonably satisfactory to the Indemnitee, counsel for provided that the Indemnitor could not adequately represent bears the interests fees and expenses of such counsel. Notwithstanding the Indemnitee because such interests would be in conflict with those of the Indemnitor; preceding sentence, (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (ci) the Indemnitor shall not have assumed settle any action without the defense consent of the Proceeding Indemnitee unless the settlement has no monetary consequences to the Indemnitee and the terms of the settlement have no material impact on the conduct of the Indemnitee’s or its affiliates’ conduct of their business, and (ii) if the Indemnitee reasonably believes that it has defenses which conflict with or are in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If addition to those which may be asserted by the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee may, at the expense of the Indemnitor, retain separate counsel. Notwithstanding the foregoing, no Indemnitor shall be entitled obligated to participate in indemnify any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding Indemnitee unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release written notice of the Indemnitee, from all Liability claim with respect to the matters that are subject which indemnification is sought was provided to such Proceeding, or otherwise shall have been approved by Indemnitor as provided in the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedfirst sentence of this paragraph within the two-year period following the Closing Date.

Procedures for Indemnification. Except Whenever a claim shall arise for indemnification under this Article 11, except as otherwise provided in Section 12.311.4, promptly after receipt by a the parties shall proceed as provided as set forth in this Section 11.3. The party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the Third Party Claim is required, and in any event within five Business Days following receipt of notice thereof. In the event of any such Third Party Claim, the Indemnifying Party may, at its sole cost and expense, assume the defense of the Third Party Claim by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party. The failure of the Indemnitee an Indemnified Party to keep the Indemnitor reasonably informed as provided herein give timely notice shall not relieve affect the Indemnitor right to indemnification of its obligations hereunder the Indemnified Party except to the extent that the Indemnitor is prejudiced therebyIndemnifying Party demonstrates actual prejudice. If an Indemnifying Party assumes the defense of any Proceeding is commenced against any Indemnitee by a such Third PartyParty Claim, the Indemnitor Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at the Indemnitor’s sole expensethereof, including any settlement; provided, however, that the Indemnitor shall not have the Indemnified Party may, at its own expense, participate in any Legal Proceeding with respect to such Third Party Claim with counsel of its choice without any right to assume of control thereof. The Indemnifying Party, if it has assumed the defense of any Proceeding if Third Party Claim as provided herein, shall not, however: (ai) the Indemnitee shall have one consent to, or more legal enter into, any compromise or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests settlement of the Indemnitee because such interests would be in conflict with those of Third Party Claim which commits the Indemnitor; (b) such Proceeding is reasonably likely Indemnified Party to have a material adverse effect on take, or to forbear from taking, any other matter beyond the scope action or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall does not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party, from all Liability with respect or (ii) consent to the matters entry of any judgment in any Legal Proceeding that are subject does not relate solely to monetary damages arising from the Third Party Claim, in any such Proceedingcase, or otherwise without the Indemnified Party’s prior written consent, which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any Third Party Claim in respect of which indemnity is sought pursuant to this Article 11, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending any Third Party Claim, the Indemnified Party shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any Third Party Claim in accordance with this Section 11.3, the Indemnified Party may defend against such Third Party Claim in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party shall promptly indemnify the Indemnified Party in accordance with the provisions of this Article 11.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a Any party entitled to seeking indemnification under Sections 14.1 or 14.2 Section 9.2, Section 9.3 or Section 9.4 (an “Indemnified Party”) will give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any other provision matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement (the “Indemnitee”) in respect of written notice which such right of the assertion indemnification is claimed or the commencement arises. The obligations of any Proceeding an Indemnifying Party under this ARTICLE IX with respect to Damages arising from any matter referred claims of any third party which are subject to the indemnification provided for in this ARTICLE IX (collectively, “Third-Party Claims”) (it being understood that any claim for indemnification arising out of Sections 14.1 or 14.2 or in 9.3(b) through (j) shall be considered Third-Party Claims) will be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party receives, after the Closing Date, initial notice of any other applicable provision of this AgreementThird-Party Claim, the Indemnitee shall Indemnified Party will give written the Indemnifying Party notice describing of such claim or Proceeding in reasonable detail in light of the circumstances then known Third-Party Claim within such time frame as necessary to the Indemnitee to the party obligated to indemnify Indemnitee allow for a timely response (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that reasonably practicable) and in any event within 30 days of the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee receipt by a Third Party, the Indemnitor shall be entitled to participate in Indemnified Party of such Proceeding and assume the defense thereof at the Indemnitor’s sole expensenotice; provided, however, that the Indemnitor shall failure to provide such timely notice will not have release the Indemnifying Party from any of its obligations under this ARTICLE IX except to the extent the Indemnifying Party is materially adversely prejudiced by such failure. The Indemnifying Party will be entitled to assume and control the defense of such Third-Party Claim at its expense and through counsel reasonably acceptable to the Indemnified Party if it acknowledges its indemnification obligations hereunder (subject to the results of such defense) and gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, that the Indemnifying Party will lose its right to assume and control the defense if it will fail to diligently contest the Third-Party Claim; provided, further, that if there exists a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party will be entitled to retain one counsel (plus one local counsel, if necessary), reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to assume undertake any such defense against any such Third-Party Claim as provided above, the Indemnified Party will reasonably cooperate with the Indemnifying Party in such defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those and make available to the IndemnitorIndemnifying Party, andat the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the reasonable opinion of outside counsel event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third-Party Claim, the Indemnifying Party will reasonably cooperate with the Indemnified Party in such defense and make available to the IndemniteeIndemnified Party, counsel for at the Indemnitor could not adequately represent Indemnifying Party’s expense, all such witnesses, records, materials and information in the interests Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party will not, without the written consent of the Indemnitee because such interests would Indemnified Party (which will not be in conflict with those of unreasonably withheld, delayed or conditioned), settle or compromise any Third-Party Claim or consent to the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall judgment which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving delivery by the claimant or the plaintiff to Indemnified Party of a full and unconditional written release from all liability in respect of such Third-Party Claim. No Third-Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 9.6 will be settled by the Indemnified Party without the written consent of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval Indemnifying Party (which will not to be unreasonably withheld, conditioned delayed or delayedconditioned).

Procedures for Indemnification. Except If a claim or demand is made against an Indemnitee by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify Planet in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 20 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification within such 20 business day period shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent to which Planet shall have been actually prejudiced as a result of such failure (except that Planet shall not be liable for any expenses incurred during the Indemnitor is prejudiced therebyperiod in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to Planet promptly (and in any event within 20 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Planet shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by Planet; provided that such counsel is not reasonably objected to by the Indemnitee. Should Planet so elect to assume the defense of a Third Party Claim, Planet shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If Planet assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by Planet, it being understood that Planet shall control such defense. Planet shall be liable for the fees and expenses of counsel employed by the Indemnitee (i) for any period during which Planet has failed to assume the defense thereof (other than during the 20 business day period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above) or (ii) in the event the Indemnitee reasonably determines, based on the advice of its counsel that there shall exist a conflict of interest between the Indemnitee and Planet or that there are defenses available to the Indemnitee that are not available to Planet, the effect of which shall be to make it impractical for the Indemnitee and Planet to be jointly represented by the same counsel, in which case Planet shall be liable for the fees and expenses of one counsel for all Indemnitees in any single or series of related Actions. If Planet so elects to assume the defense of any Third Party Claim, the Indemnitee shall cooperate with Planet in the defense or prosecution thereof. If Planet acknowledges in writing liability for indemnification of a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without Planet's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of Planet if the Indemnitee releases Planet from its indemnification obligations hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect Planet. If Planet acknowledges in writing liability for indemnification of a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that Planet may recommend that by its terms (i) obligates Planet to pay the full amount of the liability in connection with such Third Party Claim, (ii) releases the Indemnitee completely in connection with such Third Party Claim and (iii) would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge and may assume the defense of such Third Party Claim if the Indemnitee agrees (A) that Planet's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would have been required to be paid by or on behalf of Planet in connection with such settlement, compromise or discharge and (B) to assume all costs and expenses thereafter incurred in connection with the defense of such Third Party Claim (other than those contemplated by subclause (A) herein above). Notwithstanding the foregoing, Planet shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal other equitable relief or relief other than money damages against the Indemnitee which the Indemnitee reasonably determines, based on the advice of its counsel, cannot be separated from any related claim for money damages. If such equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from the Indemnitor; (b) such Proceeding is reasonably likely claim for money damages, Planet shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled portion relating to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except as otherwise provided in (a) Whenever a claim shall arise for indemnification under Section 12.39.02 (a “Claim”) that does not involve a third party, promptly after receipt by a party the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “IndemnitorClaim Notice”)) to the Party from which indemnification is sought (“Indemnifying Party”) of such Claim within a reasonable time after such Indemnified Party becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Section 9.02, which Claim Notice shall specify in reasonable detail, to the extent reasonably known and thereafter shall keep practicable at such time, the Indemnitor reasonably informed with respect thereto; provided, however, that amount of the Claim and each individual item of Loss included in the amount so stated and the basis for indemnification. The failure of the Indemnitee any Indemnified Party to keep the Indemnitor reasonably informed as provided herein give timely notice hereunder shall not relieve the Indemnitor of its obligations hereunder affect such Indemnified Party’s rights to indemnification hereunder, except to the extent that the Indemnitor Indemnifying Party is actually prejudiced therebyby such delay or failure, in which case the amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses would have been less had such Claim Notice been timely given. If any Proceeding is commenced against any Indemnitee by a Third Partythe applicable Indemnifying Party notifies the Indemnified Party that they do not dispute the claim described in such Claim Notice, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, Losses identified in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests Claim Notice will be conclusively deemed a liability of the Indemnitee because Indemnifying Party under Section 9.02(a) or Section 9.02(b), as applicable. If the Indemnifying Party disputes its liability with respect to such interests would be in conflict with those Claim or the estimated amount of the Indemnitor; (b) such Proceeding is reasonably likely Losses pursuant to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event this Section 9.04 within thirty (30) days of notice following receipt of such Proceeding). If the Indemnitor, shall assume the defense of any ProceedingClaim Notice or fails to respond within such thirty (30) day period, the Indemnitee Parties shall be entitled attempt in good faith to participate in any Proceeding at its expenseresolve such dispute; provided, that if such dispute has not been resolved within sixty (60) days following receipt of such Claim Notice, then the Indemnifying Party and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability Indemnified Party may seek legal redress in accordance with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.ARTICLE X.

Procedures for Indemnification. Except as otherwise provided in (a) If there occurs an event that any party asserts is an indemnifiable event pursuant to Section 12.34.1 and 4.2, promptly after receipt by a the party entitled to seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) shall promptly provide notice (the “Notice of written notice Claim”) to the other Party obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any Liability of the assertion or Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementthereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known not be liable to the Indemnitee to hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the party obligated to indemnify Indemnitee (Indemnitee, in connection with the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodefense thereof; provided, however, that failure of if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to keep result in a conflict of interest, then the Indemnitor reasonably informed as provided herein Indemnitee shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, if the Indemnifying Party wishes to assume the defense of any Proceeding if (a) such asserted liability, the Indemnitee shall have one or more legal or equitable defenses available the right to it which are different from or participate (but not control) at its own expense in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding such asserted liability. No Indemnifying Party, in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingsuch claim or litigation, shall, except with the Indemnitee shall be entitled written consent of each Indemnitee, consent to participate in entry of any Proceeding at its expense, and the Indemnitor shall judgment or enter into any settlement that does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the claimant Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in (but not control), conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the plaintiff Indemnitee or conferences with representatives of a full and unconditional release or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, from all Liability with respect to settle any Claim on terms that provide for (i) a criminal sanction against the matters that are subject to such Proceeding, Indemnitee or otherwise shall have been approved by (ii) injunctive relief affecting the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided in Whenever a Claim shall arise for indemnification under Section 12.39.01, promptly after receipt by a party the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify in writing the Party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis of such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoClaim; provided, however, that in the event of a Claim for indemnification resulting from or in connection with a Claim by a third party, the Indemnified Party shall give such written notice thereof to the Indemnifying Party not later than ten (10) Business Days prior to the time any response to the third party Claim is required, if possible, and in any event within fifteen (15) Business Days following receipt of notice thereof (provided, that failure of to timely notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been actually prejudiced therebyby such failure). If Following receipt of notice of any Proceeding is commenced against any Indemnitee such third party Claim, and unless counsel to the Indemnified Party shall have reasonably determined in good faith that the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third Partyconflict of interest, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any Proceeding if (a) the Indemnitee shall have one such claim or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseproceeding, and the Indemnitor Indemnifying Party shall not settle such Proceeding unless be liable to the settlement shall include Indemnified Party for any fees of other counsel or any other expenses (except as an unconditional term thereof expressly provided to the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability contrary herein) with respect to the matters defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with its own counsel and counsel for each Party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that are subject to such ProceedingParty. In effecting the settlement or compromise of, or otherwise consenting to the entry of any judgment with respect to, any such Claim, the Indemnifying Party, or the Indemnified Party, as the case may be, shall have been approved by act in good faith, shall consult with the Indemniteeother Party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other Party shall consent, such approval consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. Except as otherwise provided (a) Subject to the limitation set forth in Section 12.3this Article XI, promptly after receipt by a party entitled any Buyer Indemnified Party or Seller Indemnified Party that desires to seek indemnification under Sections 14.1 or 14.2 or any other provision part of this Agreement Article XI (the an “IndemniteeIndemnified Party”) of written shall give notice (a “Claim Notice”) in writing to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) describing in reasonable detail the nature of the assertion or claim, the commencement of any Proceeding parties known to be involved, and the facts and circumstances with respect to any the subject matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseclaim; provided, however, that the failure to provide such notice (subject to Section 11.4) shall not release the Indemnitor from any of its obligations under this Article XI except to the extent the Indemnitor is materially prejudiced by such failure. If the matter to which a claim relates shall not have been resolved as of the right to assume date of the defense Claim Notice, the Indemnified Party shall estimate the amount of any Proceeding if the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (aan “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second notice (the “Liquidated Claim Notice”) within sixty (60) days after the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available matter giving rise to the Indemnitorclaim becomes finally resolved, and, in and the reasonable opinion of outside counsel to Liquidated Claim Notice shall specify the Indemnitee, counsel for the Indemnitor could not adequately represent the interests amount of the Indemnitee because claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given such interests would be in conflict with those of the Indemnitor; Claim Notice (ba “Claim Response”) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days (the “Response Period”) after receipt of the Claim Notice. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such Proceeding). If claim, as provided in the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee Liquidated Claim Notice shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not conclusively deemed to be unreasonably withheld, conditioned or delayedan obligation of such Indemnitor.

Procedures for Indemnification. Except (a) An Indemnification Claim (including as otherwise provided in Section 12.3, promptly after receipt a result of a Third Party Claim) shall be made by the Indemnitee by delivery of a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice to the Indemnitor, prior to the expiration of the applicable Survival Period, requesting indemnification and specifying the general basis on which indemnification is sought and the amount of asserted Losses (if known or reasonably estimable) and containing (by attachment or otherwise) such other material information as the Indemnitee shall have concerning such Indemnification Claim. An Indemnitee seeking indemnification pursuant to this Article 10 shall give notice as promptly as is reasonably practicable to the Indemnitor of the assertion of any claim, the incurrence of any Loss, or the commencement of any Proceeding action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought, and shall promptly give the Indemnitor such additional information with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep thereto as the Indemnitor may reasonably informed with respect thereto; provided, however, that failure request. The rights of the Indemnitee to keep the Indemnitor reasonably informed as provided herein be indemnified hereunder shall not relieve be adversely affected by its failure to give, or its failure to timely give, such notice with respect thereto unless, and if so, only to the extent that, the delay results in the forfeiture by the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding material rights and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those otherwise available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to such Indemnification Claim. Notwithstanding the matters that are subject to such Proceedingforegoing, or otherwise shall have been approved by the time limitations on the Indemnitee, such approval ’s right to bring an Indemnification Claim set forth above shall not apply to be unreasonably withheld, conditioned Indemnification Claims relating to Losses that result from or delayedarise out of intentional misrepresentation or fraud.