Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. Within twenty (20) days after the assertion by any third party of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

Procedures for Third Party Claims. Within In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the assertion Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any third party criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimor demand with counsel employed at its own expense; provided, however, that any delay or failure to notify that, in the indemnitor case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimclaim or demand, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by at the indemnitorexpense of the Indemnifying Party. If the indemnitor The Indemnifying Party shall not assume the defense of have no indemnification obligations with respect to any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement demand which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. Within ten The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (10) days after final determination which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a third party claimwritten notice from the Indemnifying Party containing the terms and condition of such settlement, the indemnitor Indemnified Party shall pay be deemed to have consented to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiessettlement.

Procedures for Third Party Claims. Within twenty (20a) days after the assertion If a claim or demand is made against a SpecCo Indemnitee, a MatCo Indemnitee or an AgCo Indemnitee (each, an “Indemnitee”) by any third party Person who is not a member of any claim against any indemnitee thatthe AgCo Group, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for SpecCo Group or MatCo Group (a “Third Party Claim”) as to which such indemnitee would Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such indemnitee Indemnitee shall deliver notify the Party (and, if applicable, the Contingent Claim Committee and/or the Shared Historical DuPont Claim Committee) which is or may be required pursuant to this Article VIII to make such indemnification (the indemnitor a “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as practicable (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Specified DowDuPont Shared Liability or a Shared Historical DuPont Liability, such Party, as appropriate, shall give the Contingent Claim Committee and/or the Shared Historical DuPont Claim Committee (the "Indemnity Notice"as determined pursuant to Article VI or Article VII, as applicable) describing in reasonable detail written notice thereof within fifteen (15) days after such claimPerson becomes aware of such Third Party Claim; provided, however, that any delay or the failure to notify the indemnitor provide notice of any claim such Third Party Claim pursuant to this or the preceding sentence shall not relieve it release the Indemnifying Party from any liability of its obligations under this Article VIII except and solely to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee Indemnifying Party shall have been advised by its counsel in writing that there may be legal defenses available actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the indemnitee which are different from or in addition to those available Indemnifying Party (and, as applicable, to the indemnitorManaging Party, the indemnitee shall have Contingent Claim Committee and the right to employ its own counsel Shared Historical DuPont Claim Committee), as promptly as practicable (and in such actionany event within five (5) Business Days) after the Indemnitee’s receipt thereof, and, in such event, the fees copies of all notices and expenses of such counsel shall be borne documents (including court papers) received by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject Indemnitee relating to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesThird Party Claim.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against any indemnitee thatfor indemnification arising from a claim asserted by a third party (a “Third Party Claim”), in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to person or entity seeking indemnification pursuant to this Agreement, such indemnitee Article V (the “Indemnified Party”) shall deliver give prompt written notice to the indemnitor a written notice Party from which indemnification is sought pursuant to this Article V (the "Indemnity Notice"“Indemnifying Party”) describing in reasonable detail of any claim or demand which such claimIndemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that any delay or the failure to notify the indemnitor of any claim Indemnified Party to give such notice shall not relieve it from any liability Indemnifying Party of his or its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give prompt written notice. The Indemnifying Party shall have the indemnitor demonstrates right to defend and to direct the defense against any such Third Party Claim, in his or its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party, unless counsel to the Indemnified Party shall have reasonably concluded that there is a conflict of interest for such counsel in representing the Indemnified Party and the Indemnifying Party in the conduct of the defense of such action Third Party Claim; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim unless it has acknowledged and agreed in a separate writing that it is materially prejudiced by responsible, subject to the limitations of this Article V, for the indemnity giving rise to such delay Third Party Claim and will defend such Third Party Claim subject to the limitations of this Article V. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such Third Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel employed at his or failure to notify. In its own expense; provided, however, that, in the case of third party claims, any Third Party Claim or demand described in the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such Third Party Claim or demand which is settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably conditioned, delayed or withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

Procedures for Third Party Claims. Within twenty (20a) days after In the assertion by case of any Claim for indemnification arising from a Claim of a third party against an Indemnified Party arising under paragraph 8.2(a) or 8.2(b) as the case may be (a “Third-Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim against any indemnitee thatClaim or demand of which such Indemnified Party has knowledge, in and as to which it may request indemnification hereunder, specifying (to the judgment extent known) the amount of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimClaim and any relevant facts and circumstances relating thereto; provided, however, that any delay or failure to notify give such prompt notice or to provide any such facts and circumstances will not waive any rights of the indemnitor of any claim shall not relieve it from any liability Indemnified Party, except to the extent that the indemnitor demonstrates rights of the Indemnifying Party are actually materially prejudiced thereby. The Indemnifying Party shall have the right (and, if it elects to exercise such right, to do so by written notice within thirty (30) days after receiving notice from the Indemnified Party) to defend and to direct the defense against any such Third-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, unless (i) the Indemnifying Party shall not have taken any action to defend such Third-Party Claim within such thirty (30) day period, or (ii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such action is materially prejudiced by Third-Party Claim. Notwithstanding anything in this Agreement to the contrary (other than the last sentence of this Section 8.4(a)), the Indemnified Party, at the expense of the Indemnifying Party (which shall include only reasonable out-of-pocket expenses actually incurred), shall cooperate with the Indemnifying Party and keep the Indemnifying Party fully informed in the defense of such delay or failure Third-Party Claim. The Indemnified Party shall have the right to notify. In participate in the defense of any Third-Party Claim with counsel employed at its own expense; provided, however, that in the case of third party claimsany Third-Party Claim (A) described in clause (ii) above, or (B) as to which the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If Third-Party Claim within such thirty-day (30-day) period, or (C) that involves assertion of criminal liability on the indemnitor shall assume Indemnified Party, or (D) seeks to force the defense of Indemnified Party to take (or prevent the claimIndemnified Party from taking) any action, then in each such case the indemnitor Indemnified Party shall have the right and obligation (A) right, but not the obligation, to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend control the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claimsdefense thereof for the account of, and (C) to employ counsel to contest any such claim or liability in at the name of risk of, the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitorIndemnifying Party, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such Indemnified Party’s counsel shall be borne at the expense of the Indemnifying Party. Except as provided in the last sentence of Section 8.4(b), the Indemnifying Party shall have no indemnification obligations with respect to any Third-Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment delayed or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesconditioned.

Procedures for Third Party Claims. Within twenty The following procedures shall apply with respect to claims that may be made for indemnification hereunder except to the extent that a claim with respect to Reinsurer Extra-Contractual Obligations is resolved in accordance with Article VII. No Person that may be entitled to be indemnified under this Agreement (20the “Indemnified Party”) days after the assertion by any third party of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would shall be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver against any Losses unless it has given to the indemnitor party from whom indemnification is sought (the “Indemnifying Party”) a written claim notice relating to such Losses (a “Claim Notice”). The Claim Notice shall be given reasonably promptly after the "Indemnity Notice") describing Indemnified Party becomes aware of the facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail detail, to the extent reasonably available at such time, the nature of the claim, identify the sections of this Agreement which form the basis for such claim; provided, however, attach copies of all material written evidence thereof received from a third party to the date of such notice and set forth the estimated amount of the Losses that any delay have been or may be sustained by an Indemnified Party relating to such claim to the extent reasonably estimable. The failure of an Indemnified Party to notify the indemnitor of any claim give a Claim Notice shall not relieve it from any liability the Indemnifying Party of its obligations under this Article XI, except to the extent that the indemnitor demonstrates that the defense of such action Indemnifying Party is materially prejudiced by such delay or failure to notifygive a Claim Notice. In The Indemnifying Party shall have no Liability with respect to any unreasonable expenses incurred by the case of third party claimsIndemnified Party prior to the time the Claim Notice is received by the Indemnifying Party. If a Claim Notice relates to a Third Party Claim, the indemnitor shallIndemnifying Party may, within ten (10) days of receipt of notice of such claim, notify the indemnitee through counsel of its intention own choosing (provided that in the event of any Third Party Claim asserted by any Governmental Authority, such counsel shall be reasonably acceptable to the Indemnified Party), assume the defense and investigation of such claim. If the indemnitor Third Party Claim; provided that any Indemnified Party shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) be entitled to conduct any proceedings or negotiations participate in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ defense with counsel to contest any such claim or liability in the name of the indemnitee or otherwiseits own choice at its own expense. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee The Indemnified Party shall have the right to employ its own one (1) separate counsel in any such actionThird Party Claim and to participate (but not control) in the defense thereof, and, in such event, but the fees and expenses of such counsel shall not be borne the expense of the Indemnifying Party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnitorIndemnifying Party, (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable or (iii) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party. If the indemnitor shall not Indemnifying Party elects to assume the defense and investigation of any such claim or litigation resulting therefromThird Party Claim, it shall, no later than thirty (30) days following its receipt of the indemnitee may defend against any Claim Notice notify the Indemnified Party in writing of its assumption of the defense and investigation of such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; providedThird Party Claim. The Indemnifying Party shall not, however, that any such settlement shall be subject to without the prior written consent of the indemnitor, Indemnified Party (which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee conditioned or delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnity indemnification may be sought pursuant hereunder (whether or not the Indemnified Party is an actual or potential party to this Section 6.5. In such action or claim) or consent to the case entry of any judgment, except to the extent (i) it includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a nonwritten release from all Liability in respect of such Third Party Claim and (ii) any such action or claim is limited solely to monetary damages against the Indemnified Party that are recoverable in full by the Indemnified Party from the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of the Claim Notice that it desires to assume the defense and investigation of such Third Party Claim, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense. The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim or consent to the entry of any judgment, except to the extent the sole relief granted is equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. The Indemnified Party and the Indemnifying Party shall make reasonably available to each other and their respective Representatives all relevant business records and other documents available to them that are necessary or appropriate for the defense of any Third Party Claim, subject to any bona fide claims of attorney-third client privilege, and each of the Indemnifying Party and the Indemnified Party shall use its reasonable efforts to assist, and to cause the employees and counsel of such party to assist, in the defense of such Third Party Claim. Direct Claims. The Indemnitor will have a period of thirty (30) days within which to respond in writing to any claim by an Indemnitee on account of a Loss that does not result from a Third Party Claim. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be entitled to pursue such remedies as may be available to the Indemnitee. No Duplication of Indemnity. Any payment of damages incurred by the indemnitee arising under this Article XI shall be made by wire transfer of immediately available funds to such account or accounts as the indemnitor within ten (10) days after receipt of Indemnitee shall designate to the Indemnity Notice by indemnitorIndemnitor in writing. A final determination To the extent that an Administrator Indemnified Party or a Company Indemnified Party has received payment in respect of a disputed claim as Loss pursuant to damages shall be (A) a judgment the provisions of any court determining the validity of a disputed claimother Transaction Agreement, if such Administrator Indemnified Party or Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement. In no appeal is pending from such judgment or if the time event shall any Indemnitee (i) be entitled to appeal therefrom has elapsed, (B) an award of duplicate Losses under this Agreement and any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as other Transaction Agreement attributable to the termination of the dispute with respect same underlying event giving rise to such claim signed by all of the parties thereto Loss or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claimLosses, or (Eii) such other evidence of final determination of a disputed claim as shall be acceptable to initiate duplicate proceedings under two (2) or more Transaction Agreements seeking recovery for the partiessame Loss or Losses.

Procedures for Third Party Claims. Within twenty (20) days after the assertion If a claim by any a third party is made against Buyer or its Indemnitees, within the survival period set forth in Section 9.04 below, arising out of a matter for which Buyer or any claim against any indemnitee thatof its Indemnitees, as the case may be, is entitled to be indemnified pursuant to Section 9.01 (a “Third Party Claim”), Buyer shall promptly notify Seller in the judgment writing of such indemnitee, may result in claim. The failure to notify promptly Seller hereunder shall not relieve Seller of its obligations hereunder except to the incurrence extent (and only to the extent) that Seller is actually prejudiced (including by losing the opportunity to mitigate damages) by such indemnitee failure. Seller shall be responsible for the fees and expenses of Costs counsel employed by the Indemnitee; provided that in no event shall Seller be liable for which such indemnitee would the fees and expenses of more than one counsel (in addition to any local counsel) for all Indemnitees in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances. Seller shall be entitled to indemnification pursuant participate in the defense of a Third Party Claim, through counsel of its choice, at the expense of Seller; provided that with respect to any Third Party Claim, Buyer shall control all proceedings in connection with such Third Party Claim and, without limiting the foregoing, may in its sole discretion, subject to this AgreementSection 9.03(a), pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any governmental entity with respect thereto. So long as Seller is participating in the defense of a Third Party Claim in good faith, or if Seller so requests in writing, Buyer shall reasonably cooperate with Seller by providing records and information that are reasonably relevant to such indemnitee Third Party Claim. Buyer shall deliver not settle or compromise any Third Party Claim without the written consent of Seller, which consent will not be unreasonably withheld or delayed. No such consent will be required (i) if Buyer agrees in writing to the indemnitor a written notice forego all claims for indemnification from Seller with respect to such Third Party Claim, or (the "Indemnity Notice"ii) describing Buyer reasonably believes itself to be potentially or actually exposed to Indemnifiable Losses materially in reasonable detail such claimexcess of amounts reasonably expected to be received from Seller, or (iii) Buyer reasonably believes itself to be potentially or actually exposed to non-monetary remedies; provided, however, that any delay or failure Buyer uses reasonable best efforts to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel obtain in such action, and, in such event, the fees and expenses settlement a release of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination Seller with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from all such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesThird Party Claims.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a “Third Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (a) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (b) the Indemnified Party shall have reasonably concluded that (i) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (ii) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (a) or (b) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20a) days after the assertion If a claim or demand is made against an IP RemainCo Indemnitee or a Product SpinCo Indemnitee (each, an “Indemnitee”) by any third party Person who is not a member of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for Product SpinCo Group or IP RemainCo Group (a “Third Party Claim”) as to which such indemnitee would Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such indemnitee Indemnitee shall deliver notify the Party (and, if applicable, the Contingent Claim Committee) which is or may be required pursuant to this Article VII to make such indemnification (the indemnitor a “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as practicable (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If either Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Specified Shared Liability, such Party, as appropriate, shall give the Contingent Claim Committee (the "Indemnity Notice"as determined pursuant to Article VI) describing in reasonable detail written notice thereof within fifteen (15) days after such claimPerson becomes aware of such Third Party Claim; provided, however, that any delay or the failure to notify the indemnitor provide notice of any claim such Third Party Claim pursuant to this or the preceding sentence shall not relieve it release the Indemnifying Party from any liability of its obligations under this Article VII except and solely to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee Indemnifying Party shall have been advised by its counsel in writing that there may be legal defenses available actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the indemnitee which are different from or in addition to those available Indemnifying Party (and, as applicable, to the indemnitorManaging Party and the Contingent Claim Committee), as promptly as practicable (and in any event within five (5) Business Days) after the indemnitee shall have the right to employ its own counsel in such actionIndemnitee’s receipt thereof, and, in such event, the fees copies of all notices and expenses of such counsel shall be borne documents (including court papers) received by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject Indemnitee relating to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesThird Party Claim.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim ------------------------------------ for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20a) In the event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnified Party hereunder is asserted or sought to be collected, in each case, in writing, by a third party (“Third-Party Claim”), the Indemnified Party shall promptly, but in no event more than ten (10) days after following such Indemnified Party’s receipt of a Third-Party Claim, notify the assertion by any third party of any claim against any indemnitee that, Indemnitor in the judgment writing of such indemniteeThird-Party Claim (“Notice of Claim”); provided, may however, that a failure by an Indemnified Party to provide timely notice shall not affect the rights or obligations of such Indemnified Party other than if the Indemnitor shall have been actually prejudiced as a result in of such failure. The Notice of Claim shall (i) state that the incurrence by such indemnitee of Costs Indemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such indemnitee would be Indemnified Party is entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice and (the "Indemnity Notice"ii) describing specify in reasonable detail such claim; provided, however, that any delay or failure to notify each individual item of Loss included in the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimsamount so stated, the indemnitor shalldate such item was paid or properly accrued, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume basis for any anticipated Loss and the defense of such claim. If the indemnitor shall assume the defense nature of the claimmisrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name computation of the indemnitee or otherwiseamount to which such Indemnified Party claims to be entitled hereunder. If defendants in any action include The Indemnified Party shall enclose with the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses Notice of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense Claim a copy of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute all papers served with respect to such claim signed by all of the parties thereto or their attorneysThird-Party Claim, (D) a written acknowledgment of the indemnitor that heif any, she or it no longer disputes the validity of and any other documents evidencing such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesThird-Party Claim.

Procedures for Third Party Claims. Within twenty (20a) days after If any Indemnitee receives written notice of the assertion by any third party of any claim or of the commencement of any action or proceeding by any Governmental Authority or any person or entity who is not a party to this Agreement (a "Third Party Claim") against or affecting such Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) then a party could be obligated to provide indemnification under this Agreement as a result of or in connection with such claim, action or proceeding, such Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any indemnitee that, in the judgment event no later than thirty (30) calendar days after receipt of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail of such claimThird Party Claim; provided, provided however, that any delay or failure to notify the indemnitor of any claim give notice as provided in this paragraph (a) shall not relieve it from any liability the Indemnifying Party of its indemnification obligations under this Article XI except to the extent that the indemnitor demonstrates that the defense of such action Indemnifying Party is materially actually prejudiced by such delay or failure failure. Said written notice to notifythe Indemnifying Party shall set forth the basis of the Third Party Claim in reasonable detail and include copies of all pertinent correspondence relating to such Third Party Claim. In The Indemnifying Party (which, in the case of third party claims, any matter for which the indemnitor shall, within ten (10Stockholders are severally liable and for purposes of this Section 11.3 shall act as a single group) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall will have the right to employ assume and control the defense of any Third Party Claim at such Indemnifying Party's sole expense and by such Indemnifying Party's own counsel (which counsel must be reasonably satisfactory to the Indemnitee), by giving written notice to the Indemnitee (the "Notice to Defend") no later than thirty (30) calendar days after receipt of the above-described notice of such Third Party Claim. The Indemnitee also will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own counsel in such actionchoosing, and, in such event, the but all fees and expenses of such counsel shall be borne paid by the indemnitorIndemnitee. The Indemnifying Party and the Indemnitee will reasonably cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to such defense (but not to the extent that would require waiver of any privilege). If the indemnitor shall Indemnitee does not assume receive from the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject Indemnifying Party a Notice to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination Defend with respect to a third party claimThird Party Claim or a written notice of objection to the claim for indemnification specifying in reasonable detail the basis for the objection within the thirty (30) day period described above, the indemnitor shall pay Indemnitee may, at its option, elect to solely defend the Third Party Claim assisted by counsel of its own choosing, and the Indemnifying Party will be liable for all reasonable costs and expenses, and all settlement amounts (subject to and in accordance with paragraph (c) below of this Section 11.3) or other liabilities, losses, damages and injuries paid or incurred in connection therewith to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to extent such claim signed by all of the parties thereto is or their attorneys, (D) a written acknowledgment of the indemnitor that he, she would have been indemnifiable under this Agreement if such claim is or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partieshad been proved.

Procedures for Third Party Claims. Within twenty (20a) In the event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnified Party hereunder is asserted or sought to be collected, in each case, in writing, by a third-party (“Third-Party Claim”), the Indemnified Party shall promptly, but in no event more than ten (10) days after following such Indemnified Party’s receipt of a Third-Party Claim, notify the assertion by any third party of any claim against any indemnitee that, Indemnitor in the judgment writing of such indemniteeThird-Party Claim (“Notice of Claim”); provided, may however, that a failure by an Indemnified Party to provide timely notice shall not affect the rights or obligations of such Indemnified Party other than if the Indemnitor shall have been actually prejudiced as a result in of such failure. The Notice of Claim shall (i) state that the incurrence by such indemnitee of Costs Indemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such indemnitee would be Indemnified Party is entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice and (the "Indemnity Notice"ii) describing specify in reasonable detail such claim; provided, however, that any delay or failure to notify each individual item of Loss included in the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimsamount so stated, the indemnitor shalldate such item was paid or properly accrued, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume basis for any anticipated Loss and the defense of such claim. If the indemnitor shall assume the defense nature of the claimmisrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name computation of the indemnitee or otherwiseamount to which such Indemnified Party claims to be entitled hereunder. If defendants in any action include The Indemnified Party shall enclose with the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses Notice of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense Claim a copy of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute all papers served with respect to such claim signed by all of the parties thereto or their attorneysThird-Party Claim, (D) a written acknowledgment of the indemnitor that heif any, she or it no longer disputes the validity of and any other documents evidencing such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesThird-Party Claim.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. Notwithstanding the provisions of this Section 8.3, the Indemnifying Party's and its Affiliates' aggregate liability for any such Third Party Claim shall in any event be limited to the amount set forth in Section 8.4 of this Agreement. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee such Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such Third Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel employed at its own expense; PROVIDED, HOWEVER, that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor case of any claim Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20a) days Promptly after the assertion receipt by any Indemnified Party of a notice of any claim, action, suit or proceeding by any third party that may be subject to indemnification hereunder (other than under Section 9.1(c)), including for purposes of this Section 9.3 any claim against any indemnitee thatTax Claim (as defined below) with respect to which notice must be provided within five Business Days following receipt thereof, in the judgment such Indemnified Party shall give written notice of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver claim to the indemnitor a written notice indemnifying party hereunder (the "Indemnity NoticeIndemnifying Party") describing in reasonable detail ), stating the nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim and the basis for indemnification sought. Failure of the Indemnified Party to give such claim; provided, however, that any delay or failure to notify the indemnitor of any claim notice shall not relieve it the Indemnifying Party from any liability on account of this indemnification, except if and to the extent that the indemnitor demonstrates that the defense of such action Indemnifying Party is materially actually prejudiced by such delay or failure to notifythereby. In the case of third party claimsExcept as otherwise provided in Section 9.1(c), the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify Indemnifying Party shall have the indemnitee of its intention right to assume the defense of such the Indemnified Party against the third party claim. If Except as otherwise provided in Section 9.1(c), so long as the indemnitor shall assume Indemnifying Party has assumed the defense of the third party claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, it being understood the indemnitor Indemnifying Party shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take pay all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees costs and expenses of counsel for the Indemnified Party for all periods prior to such counsel shall be borne by time as the indemnitor. If Indemnifying Party has notified the indemnitor shall not assume Indemnified Party that it has assumed the defense of such third party claim, (ii) the Indemnified Party shall not file any such claim papers or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject consent to the entry of any judgment or 126 119 enter into any settlement with respect to the third party claim without prior written consent of the indemnitorIndemnifying Party (not to be unreasonably withheld or delayed) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty 27.1 If a Purchaser Indemnitee or a Stockholder Indemnitee (20an "Indemnitee") days after receives written notice of the assertion by any third party of any claim against or of the commencement of any indemnitee that, in the judgment of such indemnitee, may result in the incurrence action or proceeding by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant any entity who is not a party to this AgreementAgreement (a "Third Party Claim") against or affecting such Indemnitee, and if such indemnitee shall deliver assertion were presumed to be true (regardless of the indemnitor actual outcome) and a written notice party (the "Indemnity NoticeIndemnifying Party") describing could be obligated to provide indemnification under this Agreement as a result of or in reasonable detail connection with such claim, action or proceeding, such Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event no later than thirty (30) calendar days after receipt of such written notice of such Third Party Claim; provided, provided however, that any delay or failure to notify the indemnitor of any claim give notice as provided in this Section 27.1 shall not relieve it from any liability the Indemnifying Party of its indemnification obligations under Section 25 or Section 26 except to the extent that the indemnitor demonstrates that the defense of such action Indemnifying Party is materially actually prejudiced by such delay or failure failure. Said written notice to notify. In the case of third party claims, Indemnifying Party shall set forth the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense basis of the claim, the indemnitor shall have the right Third Party Claim in reasonable detail and obligation (A) include copies of all pertinent correspondence relating to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwiseThird Party Claim. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall The Indemnifying Party will have the right to employ assume and control the defense of any Third Party Claim at such Indemnifying Party's sole expense and by such Indemnifying Party's own counsel (which counsel must be reasonably satisfactory to the Indemnitee), by giving written notice to the Indemnitee (the "Notice of Defense") no later than thirty (30) calendar days after receipt of the above-described notice of such Third Party Claim. The Indemnitee also will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own counsel in such actionchoosing, and, in such event, the but all fees and expenses of such counsel shall be borne paid by the indemnitorIndemnitee. The Indemnifying Party and the Indemnitee will cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to such defense (but not to the extent that would require waiver of any privilege). If the indemnitor shall Indemnitee does not assume receive from the defense Indemnifying Party a Notice of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination Defense with respect to a third party claimThird Party Claim within the thirty (30) day period described above, the indemnitor shall pay Indemnitee may, at its option, elect to solely defend the Third Party Claim assisted by counsel of its own choosing, and the Indemnifying Party will be liable for all reasonable costs and expenses, and all settlement amounts (subject to and in accordance with Section 27.3) or other liabilities, losses, damages and injuries paid or incurred in connection therewith to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to extent such claim signed by all of the parties thereto is or their attorneys, (D) a written acknowledgment of the indemnitor that he, she would have been indemnifiable under this Agreement if such claim is or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partieshad been proved.

Procedures for Third Party Claims. Within twenty (20) days If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the assertion by any third party of any claim against any indemnitee that, in the judgment commencement of such indemniteeThird Party Claim, may result notify the indemnifying party in writing of the incurrence by such indemnitee commencement thereof, enclosing a copy of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreementall papers served, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimif any; provided, however, that any delay or failure the omission to so notify the indemnitor of any claim shall such indemnifying party will not relieve it the indemnifying party from any liability except that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, the indemnifying party is actually prejudiced by such omission. In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimsit may wish, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense thereof, with counsel selected by such indemnifying party, but reasonably satisfactory to such indemnified party (which counsel shall not, except with the consent of the indemnified party, be the current counsel to the indemnified party with respect to such claim. If Third Party Claim), and, after notice from the indemnitor shall indemnifying party to such indemnified party of its election so to assume the defense of the claimthereof, the indemnitor shall have indemnifying party will not, subject to the right and obligation (A) immediately succeeding sentence, be liable to conduct such indemnified party under this ARTICLE VII for any proceedings legal or negotiations other expenses subsequently incurred by such indemnified party in connection therewith and necessary or appropriate to defend with the indemnitee, (B) to take all defense thereof other required steps or proceedings to settle or defend than reasonable costs of investigation. In any such claimsThird Party Claim, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee an indemnified party shall have the right to employ retain its own counsel in such actioncounsel, and, in such event, but the reasonable fees and expenses of such counsel shall be borne by at the indemnitor. If sole cost and expense of such indemnified party unless (a) the indemnitor indemnifying party and the indemnified party shall not assume have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such claim or litigation resulting therefrom, Third Party Claim (including any impleaded parties) include both the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate indemnifying party and the indemnitee may settle such claim indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or litigation potential conflicts of interests between them based on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its prior written consent of the indemnitor, (which consent shall not be unreasonably withheld. Within ten (10) days after , conditioned or delayed), but, if settled with such consent or if there be a final determination with respect to a third party claimjudgment for the plaintiff, the indemnitor shall pay indemnifying party agrees to indemnify the indemnitee indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the Costs incurred by indemnitee prior written consent of the indemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have been a party and indemnity may could be sought pursuant to this Section 6.5. In hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional, full written release of a non-third party claimsuch indemnified party, payment in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of damages incurred by the indemnitee shall be made by the indemnitor within ten such claim or proceeding, (10ii) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim does not include any statement as to damages shall be (A) a judgment an admission of fault, culpability or failure to act by or on behalf of any court determining the validity of a disputed claim, if no appeal is pending from indemnified party and (iii) does not impose on such judgment indemnified party any continuing obligations or if the time restrictions other than customary and reasonable confidentiality obligations relating to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, settlement or (E) such other evidence compromise. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of final determination the Securities Exchange Act of a disputed claim 1934, as shall be acceptable to the partiesamended.

Procedures for Third Party Claims. Within twenty Any Party seeking indemnification under this Section 7 (20the "INDEMNIFIED PARTY") days after shall give prompt notice to the Party against whom indemnity is sought (the "INDEMNIFYING PARTY") of the assertion by of any third party of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any no delay or failure to notify on the indemnitor part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any claim shall not relieve it from any liability or obligation hereunder, except to the extent that the indemnitor demonstrates that Indemnifying Party has been prejudiced thereby. The Indemnifying Party may, and at the defense request of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor Indemnified Party shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right participate in and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume control the defense of any such third party claim or litigation resulting therefromat its own expense. If the Indemnifying Party assumes control of the defense of any third party claim, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent Indemnifying Party shall not be unreasonably withheldliable under this Section 7 for any settlement effected by the Indemnified Party without its consent of any third party claim. Within ten (10) days after final determination with respect to Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a third party claim, if the indemnitor Indemnified Party determines in good faith that a third party claim is likely to materially adversely affect it or its business (it being understood that any third party claim related to taxes or the Intellectual Property shall pay be deemed to have a material adverse effect on the Indemnified Party and its business) in a manner that may not be adequately compensated by money damages, then the Indemnified Party may, by written notice to the indemnitee Indemnifying Party, assume the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant exclusive right to this Section 6.5. In the case of a non-defend, compromise, or settle such third party claim; provided that in such case the Indemnifying Party will not be liable for any money damages related to a settlement that is effected without its consent. The party controlling the defense of any third party suit, payment action or proceeding shall keep the other party advised of damages incurred by the indemnitee status of such action, suit or proceeding and the defense thereof and shall be consider in good faith recommendations made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute other party with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesthereto.

Procedures for Third Party Claims. Within In the case of any claim for indemnification arising from a claim of a third party (a “Third Party Claim”), an Indemnified Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if they elect to exercise such right, to do so within twenty (20) days after receiving such notice from the assertion Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall only be entitled to assume control of the defense of such action only to the extent the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against the full amount of any Damages resulting therefrom to which the Indemnified Party is entitled to indemnification hereunder; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if: (i) the Indemnifying Party shall not have taken any action to defend such third party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party; (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such third party claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimor demand with counsel employed at its own expense; provided, however, that any delay or failure to notify that, in the indemnitor case of any claim or demand described in clauses (i) through (v) of the second preceding sentence or as to which the Indemnifying Party shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention in fact have timely employed counsel to assume the defense of such claim. If claim or demand, the indemnitor reasonable fees and disbursements of one firm of counsel shall assume be at the defense expense of the claim, the indemnitor Indemnifying Party. The Indemnifying Party shall have the right and obligation (A) no indemnification obligations with respect to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee demand which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party, unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all Liability with respect to a third party claimthe matter in controversy, the indemnitor shall pay in form and substance reasonably satisfactory to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesInvestors.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by case of any Claim for indemnification arising from a claim of a third party party, an Indemnified Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the Indemnifying Party of any claim against any indemnitee that, in the judgment or demand of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimhereunder; provided, however, that any delay or failure to notify the indemnitor of any claim shall give such notice will not relieve it from any liability except affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party provided that the indemnitor demonstrates Indemnifying Party shall have provided the Indemnified Party with the prior written assumption, in form and substance reasonably acceptable to the Indemnified Party, by the Indemnifying Party of any and all liability with respect to the matter in controversy, unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such action is materially prejudiced by claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such delay claim or failure demand. The Indemnified Party shall have the right to notify. In participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of third party claims, any claim or demand described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimclaim or demand, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by at the indemnitorexpense of the Indemnifying Party. If the indemnitor The Indemnifying Party shall not assume the defense of have no indemnification obligations with respect to any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement demand which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party, unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee matter in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiescontroversy.

Procedures for Third Party Claims. Within twenty (20i) days after the assertion If a claim by any a third party is made against a Purchaser Indemnitee or a Seller Indemnitee (each, an “Indemnitee”) arising out of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs a matter for which such indemnitee would be the Indemnitee is entitled to indemnification be indemnified pursuant to this AgreementArticle VIII (a “Third-Party Claim”), such indemnitee the Indemnitee shall deliver to the indemnitor promptly, but in any event no later than 30 days after it has knowledge of a written notice assertion of liability with respect to such Third-Party Claim, notify the indemnifying party in writing of such Third-Party Claim (the "Indemnity “Third-Party Claim Notice") describing in reasonable detail such claim; provided, however, that any delay or ”). The failure of the Indemnitee to promptly notify the indemnitor of any claim indemnifying party hereunder shall not relieve it from any liability the indemnifying party of its obligations hereunder except to the extent that the indemnitor demonstrates that the defense of such action indemnifying party is materially actually or reasonably likely to be prejudiced by such delay failure (and except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnitee shall supply the indemnifying party and at such indemnifying party’s election, its representatives, agents or failure assigns, with such information and documents as it has in its possession regarding such Third-Party Claim, and will allow reasonable access to notify. In the case of third party claimsrelevant personnel, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense auditors and other representatives of the claimIndemnitee (subject to customary exceptions for legal privilege) together with all pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred (or reasonably expects to sustain or incur), and will permit the indemnitor shall have the right and obligation indemnifying party (Aas well as such indemnifying party’s representatives, agents or assigns) to conduct any proceedings or negotiations in connection therewith inspect such other records and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability books in the name possession of the indemnitee or otherwise. If defendants in any action include Indemnitee and relating to the indemnitee Third-Party Claim and asserted Loss as the indemnitorindemnifying party shall reasonably request, and the indemnitee Indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to cooperate with the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination indemnifying party with respect to a third party claim, the indemnitor shall pay matters relating to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a nonany Third-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesParty Claims.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against any indemnitee thatfor indemnification arising from a claim of a third party, in the judgment an Indemnified Party shall give prompt written notice, following such Indemnified Party’s receipt of such indemniteeclaim or demand, may result in to the incurrence by such indemnitee Indemnifying Party of Costs for any claim or demand of which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimhereunder; provided, however, that any delay or failure to notify the indemnitor of any claim shall give such notice will not relieve it from any liability except affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party provided that the indemnitor demonstrates Indemnifying Party shall have provided the Indemnified Party with the prior written assumption, in form and substance reasonably acceptable to the Indemnified Party, by the Indemnifying Party of any and all liability with respect to the matter in controversy, unless (i) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such action is materially prejudiced by claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such delay claim or failure demand. The Indemnified Party shall have the right to notify. In participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of third party claims, any claim or demand described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimclaim or demand, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by at the indemnitorexpense of the Indemnifying Party. If the indemnitor The Indemnifying Party shall not assume the defense of have no indemnification obligations with respect to any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement demand which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party, unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee matter in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiescontroversy.

Procedures for Third Party Claims. Within twenty (20a) days after If a Person is entitled to indemnification hereunder (an “Indemnified Party”), to seek indemnification in respect of a claim or demand by another Person (a “Third Party Claim”) (other than, to the assertion extent inconsistent with this ARTICLE X, a Tax Claim covered by any third party of any claim against any indemnitee thatSection 7.2), the Indemnified Party must deliver to the Seller Representative, in the judgment of such indemnitee, may result case in which the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to Participating Securityholders are providing indemnification pursuant to the provisions of this AgreementARTICLE X, such indemnitee shall deliver or Parent, in the case in which the Parent Indemnifying Parties are providing indemnification pursuant to the indemnitor provisions of this ARTICLE X (as applicable, the “Indemnifying Party”), as the case may be, promptly, but in any event within thirty (30) Business Days after becoming aware of any facts or circumstances that would reasonably be expected to give rise to a claim for indemnification hereunder, written notice (thereof, specifying, to the "Indemnity Notice") describing in reasonable detail extent then known by the Indemnified Party, the amount of such claim, the nature and basis of such claim and all relevant facts and circumstances relating thereto, including copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that any no delay or failure to notify on the indemnitor part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any claim shall not relieve it from any liability Liability hereunder, except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefromThird Party Claim has been materially prejudiced by the Indemnified Party’s failure to give such notice. Thereafter, the indemnitee may defend against Indemnified Party shall keep the Indemnifying Party informed on a current basis as to any such claim changes or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination developments with respect to a third party claimthe foregoing, including by providing copies of all notices and documents (including court papers) from time to time received by the indemnitor shall pay Indemnified Party relating to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesThird Party Claim.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third-Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party, at the expense of the Indemnifying Party, shall cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third-Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third-Party Claim with counsel employed at its own expense; provided, however, that, in the case (i) such Third-Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have reasonably concluded that any delay or failure to notify (x) there is a conflict of interest between the indemnitor Indemnified Party and the Indemnifying Party in the conduct of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay Third-Party Claim or failure (y) the Indemnified Party has one or more defenses not available to notify. In the case of third party claims, Indemnifying Party or (iii) the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment conditioned or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party arising from a claim of a third party of any claim against any indemnitee that(a “Third-Party Claim”), the Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail (including, to the judgment extent reasonably ascertainable, the amount of such indemniteeclaim, may result in the incurrence nature and basis of such claim and the relevant facts and circumstances relating thereto), of the Third-Party Claim as promptly as reasonably practicable after receipt by such indemnitee Indemnified Party of Costs for which notice of the Third-Party Claim; provided that failure or delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party demonstrates that such indemnitee would failure has adversely affected the Indemnifying Party with respect to such claim. The Indemnifying Party shall be entitled to indemnification pursuant to this Agreementparticipate in the defense of the Third-Party Claim and, such indemnitee shall deliver subject to the indemnitor a written notice limitations set forth in this Section 11.05, to assume the defense thereof with counsel selected by the Indemnifying Party, in each case at its expense, so long as (i) the "Indemnity Notice"Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (ii) describing the Third-Party Claim for indemnification does not relate to or arise in reasonable detail connection with any criminal proceeding, action, indictment, allegation or investigation. If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 11.05, the Indemnified Party shall be entitled to participate in the defense of such claimThird-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, however, that any delay that, if there exists a conflict of interest (including the availability of one or failure to notify the indemnitor of any claim shall not relieve it from any liability except more legal defenses to the extent Indemnified Party which are not available to the Indemnifying Party) 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 in each jurisdiction for which the Indemnified Party determines counsel is necessary), reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party, provided that the indemnitor demonstrates that Indemnified Party and such counsel will contest such Third-Party Claims in good faith. Subject to the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimslimitations set forth in this ARTICLE XI, the indemnitor shall, within ten (10) days Indemnifying Party shall also be liable for the reasonable fees and expenses of receipt of notice of such claim, notify counsel employed by the indemnitee of its intention Indemnified Party for any period during which the Indemnifying Party has elected not to assume the defense thereof. Each Party shall cooperate, and shall cause their respective Affiliates to cooperate, in the defense or prosecution of such claimThird-Party Claim. If Such cooperation shall include the indemnitor retention and (upon the Indemnifying Party’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall assume not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (i) there is no finding or admission of any violation of Law by the defense of the claim, the indemnitor shall have the right Indemnified Party and obligation (A) to conduct no effect on any proceedings other claims that may be made against such Indemnified Party or negotiations in connection therewith and necessary or appropriate to defend the indemniteeits Affiliates, (Bii) each Indemnified Party that is party to take all such Third-Party Claim is fully and unconditionally released from liability with respect to such claim and (iii) no damages other required steps or proceedings than monetary damages are paid with regard to such Third-Party Claim. No Indemnified Party shall settle or defend compromise any such claims, and (C) to employ counsel to contest any such claim or liability in Third-Party Claim without the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the express prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect , conditioned or delayed, unless the Indemnified Party waives its rights to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute indemnification hereunder with respect to such claim signed by all of Third-Party Claim; provided that it shall be reasonable for the parties thereto Indemnifying Party to withhold any such consent if such settlement or their attorneys, (D) a written acknowledgment of compromise creates any liability or obligation on the indemnitor that he, she or it no longer disputes the validity part of such claimIndemnifying Party or otherwise affects any claims that are then pending or threatened, or may be made, against such Indemnifying Party. Where the provisions of this Section 11.05 conflict with the provisions of Section 8.07(h) (ETax Proceedings), the provisions of Section 8.07(h) such other evidence of final determination of a disputed claim as (Tax Proceedings) shall be acceptable to the partiescontrol.

Procedures for Third Party Claims. Within In the case of any claim for indemnification arising from a claim of a third party (a “Third Party Claim”), an Indemnified Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if they elect to exercise such right, to do so within twenty (20) days after receiving such notice from the assertion Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided that the Indemnifying Party shall be entitled to assume control of the defense of such action only to the extent the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against the full amount of any Damages resulting from such Third Party Claim; and provided; further, that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have taken any action to defend such third party claim within such twenty (20) day period; (ii) such claim or demand seeks an Order, injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimor demand with counsel employed at its own expense; provided, however, that any delay or failure to notify that, in the indemnitor case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimclaim or demand, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by at the indemnitorexpense of the Indemnifying Party. If the indemnitor The Indemnifying Party shall not assume the defense of have no indemnification obligations with respect to any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement demand which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld. Within ten (10) days after final determination and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable parties. Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within 48 hours of receipt of a third party claimwritten notice from the Indemnifying Party containing the terms and condition of such settlement, the indemnitor Indemnified Party shall pay be deemed to have consented to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiessettlement.

Procedures for Third Party Claims. Within twenty (20a) days after If any Indemnitee receives written notice of the assertion by any third party of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement (a "Third Party Claim") against or affecting such Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) then a party could be obligated to provide indemnification under this Agreement as a result of or in connection with such claim, action or proceeding, such Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any indemnitee that, in the judgment event no later than thirty (30) calendar days after receipt of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail of such claimThird Party Claim; provided, however, that any delay or failure to notify the indemnitor of any claim give notice as provided in this paragraph (a) shall not relieve it from any liability the Indemnifying Party of its indemnification obligations under this Article XI except to the extent that the indemnitor demonstrates that the defense of such action Indemnifying Party is materially actually prejudiced by such delay or failure failure. Said written notice to notify. In the case of third party claims, Indemnifying Party shall set forth the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense basis of the claim, the indemnitor shall have the right Third Party Claim in reasonable detail and obligation (A) include copies of all pertinent correspondence relating to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwiseThird Party Claim. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall The Indemnifying Party will have the right to employ assume and control the defense of any Third Party Claim at such Indemnifying Party's sole expense and by such Indemnifying Party's own counsel, by giving written notice to the Indemnitee (the "Notice to Defend") no later than thirty (30) calendar days after receipt of the above-described notice of such Third Party Claim. The Indemnitee also will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own counsel in such actionchoosing, and, in such event, the but all fees and expenses of such counsel shall be borne paid by the indemnitorIndemnitee. The Indemnifying Party and the Indemnitee will cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to such defense (but not to the extent that would require waiver of any privilege). If the indemnitor shall Indemnitee does not assume receive from the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject Indemnifying Party a Notice to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination Defend with respect to a third party claimThird Party Claim or a written notice of objection to the claim for indemnification specifying in reasonable detail the basis for the objection within the 30 day period described above, the indemnitor shall pay Indemnitee may, at its option, elect to solely defend the indemnitee the Costs incurred Third Party Claim assisted by indemnitee in respect counsel of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claimits own choosing, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.and the

Procedures for Third Party Claims. Within twenty (20) days Promptly after the assertion receipt by any an Indemnified Party of notice by a third party of a threatened or filed complaint or the threatened or actual commencement of any claim against any indemnitee thataudit, in the judgment of such indemniteeinvestigation, may result in the incurrence by such indemnitee of Costs for action or proceeding with respect to which such indemnitee would Indemnified Party may be entitled to indemnification pursuant to this Agreementreceive payment from the other Party for any Loss, such indemnitee Indemnified Party shall deliver provide a Claim Notice to BUYER, on the indemnitor a written notice one hand, or SELLER, on the other hand, whoever is the appropriate indemnifying Party hereunder (the "Indemnity NoticeIndemnifying Party") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall), within ten (10) days after the Indemnified Party's knowledge of receipt of notice threatening or filing of such complaint or knowledge of the threatened or actual commencement of such audit, investigation, action or proceeding; provided, however, that the failure to provide a Claim Notice to the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to provide a Claim Notice to the Indemnifying Party results in (i) the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or (ii) material prejudice to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, notify upon written notice delivered to the indemnitee of its intention Indemnified Party within thirty (30) days thereafter, to assume the defense of such claimcomplaint, audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. If the indemnitor shall Indemnifying Party declines or fails to assume the defense of the claimaudit, investigation, action or proceeding on the terms provided above within such thirty (30) day period, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to Indemnified Party may employ counsel to contest represent or defend it in any such claim audit, investigation, action or liability proceeding and, if the Indemnifying Party agrees that such audit, investigation, action or proceeding is a matter with respect to which the Indemnified Party is entitled to receive payment from the Indemnifying Party for the Loss in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitorquestion, the indemnitee shall have Indemnifying Party will pay the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriateincurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use Commercially Reasonable Efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such settlement shall be subject matter. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnifying Party.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against for indemnification arising from a claim of a third party which claim results in a payment to such third party (a “Third-Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs claim or demand for which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreementhereunder (provided, such indemnitee that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall deliver relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the indemnitor a written notice (extent, the "Indemnity Notice") describing Indemnifying Party is prejudiced thereby). Except as otherwise provided herein, the Indemnifying Party shall have the right to defend and to direct the defense against any such Third-Party Claim, in reasonable detail such claimits name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, however, that any delay or failure to notify the indemnitor of any claim Indemnifying Party shall not relieve it from any liability except be entitled to assume the defense or control of a Third-Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (a) the Indemnifying Party does not acknowledge to the extent that Indemnified Party in writing its obligations to indemnify the indemnitor demonstrates that the defense Indemnified Party with respect to all elements of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, claim within ten thirty (1030) days of receipt of written notice of such claimindemnity claim from the Indemnified Party, notify (b) such Third-Party Claim seeks an order, injunction or other equitable relief against the indemnitee Indemnified Party, (c) such Third-Party Claim involves any criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party, or (d) counsel to the Indemnified Party shall have reasonably concluded that (i) there is a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third-Party Claim, or (ii) the Indemnified Party has one or more defenses not available to the Indemnifying Party; provided further, that in the event any Third-Party Claim is brought or asserted which, if decided against the Indemnified Party, would not entitle the Indemnified Party to full indemnity pursuant to this Section 5, for any reason, the Indemnified Party may elect to participate in a joint defense of such Third-Party Claim for which the expenses of such joint defense will be shared equitably by such Parties and the retention of counsel shall be reasonably satisfactory to both Parties. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such Third-Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel employed at its intention own expense; provided, however, that, in the case of any Third-Party Claim described in clause (a), (b) or (c) above or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird-Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. No compromise or settlement of any Third-Party Claim may be effected by the indemnitor. If Indemnifying Party without the indemnitor Indemnified Party’s consent (which shall not assume the defense be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such claim Indemnified Party or litigation resulting therefromits Affiliates, the indemnitee may defend against and (B) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement Third-Party Claim which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment conditioned or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim or demand described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such Third Party Claim or demand which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after 8.3.1 In the assertion by any third party case of any claim against for indemnification arising from a Claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any indemnitee thatClaim of which such Indemnified Party has knowledge, in and as to which it may request indemnification hereunder, specifying (to the judgment extent known) the amount of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimClaim and any relevant facts and circumstances relating thereto; provided, however, that any delay or failure to notify give such prompt notice or to provide any such facts and circumstances will not waive any rights of the indemnitor of any claim shall not relieve it from any liability Indemnified Party, except to the extent that the indemnitor demonstrates rights of the Indemnifying Party are actually prejudiced thereby. The Indemnifying Party shall have the right (and, if it elects to exercise such right, to do so by written notice within 30 days after receiving notice from the Indemnified Party) to defend and to direct the defense against any such Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party, unless (a) the -105- EXECUTION COPY -------------- Indemnifying Party shall not have taken any action to defend such Third Party Claim within such 30-day period, or (b) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such action is materially prejudiced by Third Party Claim. Notwithstanding anything in this Agreement to the contrary (other than the last sentence of this Section 8.3.1), the Indemnified Party and the Indemnifying Party shall cooperate with each other and keep the other party fully informed in the defense of such delay or failure Third Party Claim. The Indemnified Party shall have the right to notify. In participate in the defense of any Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of third party claims, any Third Party Claim described in clause (b) above or as to which the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim within such 30-day period, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such Indemnified Party's counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against any indemnitee thatfor indemnification arising from a claim of a third party (a “Third Party Claim”), in the judgment an Indemnified Party shall give prompt written notice, following such Indemnified Party’s receipt of such indemniteeclaim or demand, may result in to the incurrence by such indemnitee Indemnifying Party of Costs for any claim or demand of which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimhereunder; provided, however, that any delay or failure to notify the indemnitor of any claim shall give such notice will not relieve it from any liability except affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that that, the indemnitor demonstrates that rights of the defense parties from whom indemnity is sought are materially prejudiced as a result of such action is materially prejudiced by failure. The Indemnifying Party shall have the right (and if they elect to exercise such delay or failure right, to notify. In the case of third party claims, the indemnitor shall, do so within ten (10) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of receipt the Indemnified Party, as the case may be, at the expense of notice the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall only be entitled to assume control of the defense of such action only to the extent the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against the full amount of any Loss resulting therefrom; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have taken any action to defend such third party claim within such ten (10) day period; (ii) such claim or demand seeks an Order, injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party or (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such third party claim. Notwithstanding anything in this Agreement to the contrary, notify the indemnitee Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its intention own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimclaim or demand, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by at the indemnitorexpense of the Indemnifying Party. If the indemnitor The Indemnifying Party shall not assume the defense of have no indemnification obligations with respect to any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement demand which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party, unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee matter in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiescontroversy.

Procedures for Third Party Claims. Within twenty (20a) days after The Indemnified Party seeking indemnification under Section 7.01 or Section 7.02 hereof, as applicable, agrees to give prompt notice (in accordance with Section 9.05 hereof) upon becoming aware of the facts indicating that a claim for indemnification may be warranted to the Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion by any third party of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, or the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 7.01 or Section 7.02 hereof, as applicable (the “Third Party Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and include reasonable, available support for the basis of the indemnification being sought and the amount of Damages subject to indemnification to the extent such information is readily available. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 6.5. In the case of a non-third party claim7.03, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as except to the termination of extent that such failure has an actual prejudicial effect on the dispute defenses or other rights available to the Indemnifying Party with respect to such claim signed by all and except that the Indemnifying Party shall not be liable for any liability incurred during the period in which the Indemnified Party failed to give such notice. In the event of the parties thereto assertion of any claim or their attorneysthe commencement of any suit, (D) a written acknowledgment action or proceeding in respect of which indemnity would be sought by the indemnitor Indemnified Party but for the fact that he, she or it no longer disputes the validity notice of such claim, suit, action or (E) proceeding was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such other evidence claim, suit, action or proceeding. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time it receives a notice from the Indemnifying Party advising that the Indemnifying Party will be assuming the defense of final determination of a disputed claim as such, and the Indemnifying Party shall be acceptable to liable for the partiesreasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have not yet given a claim notice as provided above), which reasonable fees and expenses of counsel the Indemnifying Party shall reimburse the Indemnified Party promptly upon written request therefor.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim or demand described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such Third Party Claim or demand which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party, at the expense of the Indemnifying Party, shall cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that, in the case (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have reasonably concluded that any delay or failure to notify (x) there is a conflict of interest between the indemnitor Indemnified Party and the Indemnifying Party in the conduct of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay Third Party Claim or failure (y) the Indemnified Party has one or more defenses not available to notify. In the case of third party claims, Indemnifying Party or (iii) the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any claim or demand which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against any indemnitee thatfor indemnification arising from a claim of a third party, in the judgment an Indemnified Party shall give prompt written notice, following such Indemnified Party’s receipt of such indemniteeclaim or demand, may result in to the incurrence by such indemnitee Indemnifying Party of Costs for any claim or demand of which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimhereunder; provided, however, that any delay or failure to notify the indemnitor of any claim shall give such notice will not relieve it from any liability except affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party provided that the indemnitor demonstrates Indemnifying Party shall have provided the Indemnified Party with the prior written assumption, in form and substance reasonably acceptable to the Indemnified Party, by the Indemnifying Party of any and all liability with respect to the matter in controversy, unless (a) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (b) the Indemnified Party shall have reasonably concluded that (i) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such action is materially prejudiced by claim or demand or (ii) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such delay claim or failure demand. The Indemnified Party shall have the right to notify. In participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of third party claims, any claim or demand described in clause (a) or (b) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimclaim or demand, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by at the indemnitorexpense of the Indemnifying Party. If the indemnitor The Indemnifying Party shall not assume the defense of have no indemnification obligations with respect to any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement demand which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party, unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee matter in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiescontroversy.

Procedures for Third Party Claims. Within twenty (20) days Promptly after the assertion by any third party of any claim against any indemnitee party entitled to be indemnified under this Article V (the "Indemnitee") that, in the judgment of such indemniteeIndemnitee, may result in the incurrence by such indemnitee Indemnitee of Costs Losses for which such indemnitee Indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee Indemnitee shall deliver to the indemnitor other party or parties who has indemnified such Losses hereunder ("Indemnitor") a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall Such Indemnitor may participate in and, at its option upon acknowledgment of Indemnitee's right to indemnification for such matter, assume the defense of the Indemnitee against such claim, including the indemnitor employment of counsel, who shall have the right and obligation (A) be reasonably satisfactory to conduct such Indemnitee. In such case, any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee Indemnitee shall have the right to employ its own separate counsel in any such actionaction or claim and to participate in the defense thereof, and, in such event, but the fees and expenses of such counsel shall not be borne at the expense of the Indemnitor unless (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the indemnitor. If Indemnitee of the indemnitor shall not existence of such claim as provided in the preceding sentence, to assume the defense of the such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnitor or (iii) the named parties to any such claim action (including impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by Indemnitor's counsel that there may be conflicting interests between Indemnitee and the Indemnitor in the legal defense thereof. No Indemnitor shall be liable to indemnify any Indemnitee for any compromise or litigation resulting therefrom, the indemnitee may defend against settlement of any such action or claim or litigation in such manner as it may deem appropriate and effected without the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnitor.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party and it is reasonably necessary for the Indemnified Party to utilize its own counsel either due to time demands or the mature of the relief sought, or (ii) the Indemnified Party shall have reasonably concluded that there is an actual conflict of interest arising from the counsel chosen by the Indemnified Party representing the Indemnifying Party in the conduct of the defense of such Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20a) days Promptly after the assertion receipt by any Indemnified Party of a notice of any claim, action, suit or proceeding by any third party of any claim against any indemnitee thatthat may be subject to indemnification hereunder, in the judgment such Indemnified Party shall give written notice of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver claim to the indemnitor a written notice (Indemnifying Party stating the "Indemnity Notice") describing nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim and the basis for indemnification sought. Delay in reasonable detail such claim; provided, however, that any delay or failure of the Indemnified Party to notify the indemnitor of any claim give such notice shall not relieve it the Indemnifying Party from any liability on account of this indemnification, except if and to the extent that the indemnitor demonstrates that Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of any such notice of claim (i) to give written notice to assume the defense thereof and thereby admit to its liability for indemnification hereunder or to otherwise admit to its liability for indemnification hereunder or (ii) to dispute the claim of such action indemnification of the Indemnified Party. If written notice to the effect set forth in clause (i) of the immediately preceding sentence is materially prejudiced given by such delay or failure to notify. In the case of third party claimsIndemnifying Party, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify Indemnifying Party shall have the indemnitee of its intention right to assume the defense of such claimthe Indemnified Party against the third-party claim with counsel of its choice reasonably satisfactory to the Indemnified Party. If So long as the indemnitor shall assume Indemnifying Party has assumed the defense of the claimthird-party claim in accordance herewith, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in connection therewith and necessary or appropriate to defend the indemniteedefense of the third-party claim, (B) the Indemnified Party will not file any papers or consent to take all other required steps the entry of any judgment or proceedings enter into any settlement with respect to settle the third-party claim without prior written consent of the Indemnifying Party (not to be withheld or defend any such claimsdelayed unreasonably), and (C) the Indemnifying Party will not consent to employ counsel the entry of any judgment or enter into any settlement with respect to contest any such the third-party claim or liability in without the name prior written consent of the indemnitee Indemnified Party (not to be withheld or otherwisedelayed unreasonably). If defendants In the event that the Indemnifying Party fails to assume the defense, appeal or settlement of the third-party claim within the thirty-day period described in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitorthis Section, the indemnitee Indemnified Party shall have the right to employ its own counsel in undertake the defense or appeal of such actionthird-party claim on behalf of, and, in such eventand for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall also be responsible for the reasonable fees and expenses of such one counsel for the Indemnified Party. In no event shall be borne by the indemnitor. If Indemnified Party compromise or settle any third-party claim without the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior written consent of the indemnitorIndemnifying Party (which consent shall not be unreasonably withheld or delayed). Subject to the other provisions of this Agreement, Indemnified Parties and Indemnifying Parties shall use commercially reasonable efforts to minimize Adverse Consequences from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. Indemnified Parties and Indemnifying Parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after If the assertion claim for indemnification relates to a claim or demand made by any third Person who is not a party of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this AgreementAgreement or any Affiliate of a party to this Agreement or a representative of the foregoing (“Third-Party Claim”), such indemnitee shall deliver to the indemnitor a Indemnifying Party may elect (by written notice to Buyer (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, a claim under Section 7) or Seller (in the indemnitor shall, within ten (10case of a claim under Section 8)) days of receipt of notice of such claim, notify the indemnitee of its intention to assume control the defense of such claim, at the Indemnifying Party’s expense and with counsel selected by the Indemnifying Party (and reasonably satisfactory to the Indemnified Party); provided that the Indemnifying Party shall first confirm in writing to the Indemnified Party that the Indemnifying Party will be fully responsible for all liabilities and obligations related to such Third-Party Claim and will provide full indemnification to the Indemnified Party with respect to such Third-Party Claim, subject to the limitations set forth in Section 7, Section 8 and this Section 9; provided, further, that the Indemnifying Party is not entitled to control such defense if (1) the claim relates to any criminal matter, (2) the claim seeks any form of remedy other than monetary damages, (3) the Indemnifying Party fails to reasonably prosecute or defend such Third-Party Claim, or (4) the Indemnified Party reasonably concludes that the Indemnified Party and the Indemnifying Party have conflicting interests with respect to such Third-Party Claim or that the Indemnified Party has one or more defenses not available to the Indemnifying Party. If the indemnitor shall assume Indemnifying Party does not (or is not entitled to) control the defense of the claimThird-Party Claim, the indemnitor Indemnified Party shall have the right to undertake the defense at the expense of the Indemnifying Party. If the Indemnifying Party elects to control the defense, (i) the Indemnified Party shall have the right, at its own expense, to participate in the defense with counsel of its choice, (ii) all Parties shall reasonably cooperate in such defense, and obligation (iii) the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed), provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be are legal defenses available to the indemnitee which an Indemnified Party that are different from or in addition additional to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.30

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right (and if it elects to exercise such right, to do so within 30 days after receiving notice from the Indemnified Party) to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party, unless (a) the Indemnifying Party shall not have taken any action to defend such Third Party Claim within such 30-day period, or (b) the Indemnified Party shall have re asonably concluded that (i) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (ii) the Indemnified Party has one or more material defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary (other than the last sentence of this Section 9.3), the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If Third Party Claim within such 30-day period, the indemnitor r easonable fees and disbursements of such Indemnified Party's counsel shall assume be at the defense expense of the claimIndemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent (except as set forth in the immediately following sentence) shall not be unreasonably withheld or delayed. Notwithstanding the foregoing provisions of this Section 9.3, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee Parent Seller shall have the right to employ control all claims, proceedings, suits or other actions subject to indemnification by Parent Seller under Section 9.2.1(iv), including the selection of legal counsel, provided that the Parent Purchaser shall have the right to participate in such Third Party Claim with legal counsel at its own counsel in such actionexpense, and, in such event, the fees and expenses of such counsel shall be borne by kept advised of developments and shall cooperate with the indemnitor. If Parent Seller therein; the indemnitor shall determination as to whether or not assume the defense of to settle any such claim claims, proceeding s, suits or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be other actions subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10indemnification by Parent Seller under Section 9.2.1(iv) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt Parent Seller. The provisions above of this Section 9.3 shall not apply to Third Party Claims involving Taxes, which claims shall instead be governed by the Indemnity Notice by indemnitor. A final determination provisions of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesSection 6.12.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a “Third Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the judgment name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such indemniteeThird Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, may result (i) the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party and (ii) the Indemnifying Party shall keep the Indemnified Party fully informed of the defense of the Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim or demand described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such Third Party Claim or demand which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 6.1 or Section 6.2, the indemnified party shall, promptly after receipt of notice of the assertion by any third party of any claim against any indemnitee that, in the judgment commencement of such indemniteeThird Party Claim, may result notify the indemnifying party in writing of the incurrence by such indemnitee commencement thereof, enclosing a copy of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreementall papers served, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimif any; provided, however, that any delay or failure the omission to so notify the indemnitor of any claim shall such indemnifying party will not relieve it the indemnifying party from any liability except that it may have to any indemnified party under Section 6.1 or Section 6.2 unless, and only to the extent that, the indemnifying party is actually prejudiced or harmed by such omission. In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 6.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimsit may wish, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of such claim. If the indemnitor shall its election so to assume the defense of the claimthereof, the indemnitor shall have the right and obligation (A) indemnifying party will not be liable to conduct such indemnified party under this Article VI for any proceedings legal or negotiations other expenses subsequently incurred by such indemnified party in connection therewith and necessary or appropriate to defend with the indemnitee, (B) to take all defense thereof other required steps or proceedings to settle or defend than reasonable costs of investigation. In any such claimsThird Party Claim, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee an indemnified party shall have the right to employ retain its own counsel in such actioncounsel, and, in such event, but the reasonable fees and expenses of such counsel shall be borne by at the indemnitor. If sole cost and expense of such indemnified party unless (a) the indemnitor indemnifying party and the indemnified party shall not assume have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such claim Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or litigation resulting therefromrelated proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnitee may defend indemnifying party agrees to indemnify the indemnified party from and against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any Loss by reason of such settlement shall be subject to or judgment. No indemnifying party shall, without the prior written consent of the indemnitor, indemnified party (which consent shall will not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee conditioned or delayed), effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have been a party and indemnity may could be sought pursuant to this Section 6.5. In hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of a non-third party claimsuch indemnified party, payment in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of damages incurred by the indemnitee shall be made by the indemnitor within ten such claim or proceeding, (10ii) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim does not include any statement as to damages shall be (A) a judgment an admission of fault, culpability or failure to act by or on behalf of any court determining the validity of a disputed claim, if no appeal is pending from such judgment indemnified party and (iii) does not impose any continuing material obligation or if the time to appeal therefrom has elapsed, (B) an award of restrictions on any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesindemnified party.

Procedures for Third Party Claims. Within twenty (20a) days after In the event that subsequent to the Closing any Purchaser Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) receives notice of the assertion of any Claim or of the commencement of any action or proceeding (other than a Tax Claim) by any third Person who is not a party to this Agreement or an Affiliate of a Party to this Agreement (including to any claim Governmental Entity) (a “Third Party Claim”) against any indemnitee thatsuch Indemnified Party, in with respect to which a Party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the judgment Indemnified Party shall give written notice specifying the nature of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing Claim in reasonable detail and the amount or estimated amount thereof if known (which amount or estimated amount shall not be conclusive of the final amount, if any, of such claimClaim) (a “Claim Notice”) to the Indemnifying Party as promptly as practicable, and in no event later than ten (10) days, after learning of such Claim; provided, however, that any delay or the failure of a Party to notify the indemnitor of any claim provide timely notice hereunder shall not relieve it from any liability preclude its Claim for indemnification under this Agreement except to the extent that the indemnitor demonstrates that the defense of such action Indemnifying Party is materially prejudiced by such delay or failure to notifyprovide timely notice. In the case of third party claimsSubject to Section 11.4(e), the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor Indemnifying Party shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemniteeright, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available upon written notice to the indemnitee which are different from or in addition to those available to Indemnified Party (the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10“Defense Notice”) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt from the Indemnified Party of notice of such Claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Claim (“Defense Counsel”), to conduct at its expense the defense against such Claim in its own name, or if necessary, in the name of the Indemnity Indemnified Party; provided, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within five (5) Business Days after the Defense Notice by indemnitor. A final determination of a disputed claim as to damages is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as subject again to the termination of Indemnified Party’s approval as provided in this Section 11.4(a). Provided that the dispute Indemnifying Party has received a Claim Notice with respect to such claim signed by all of Third Party Claim, the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as Indemnifying Party shall be acceptable to liable for the partiesreasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any Third Party Claim in accordance with this Section 11.4(a).

Procedures for Third Party Claims. Within twenty (20a) days Promptly after the assertion receipt by any Indemnified Party of a notice of any claim, action, suit or proceeding by any third party of any claim against any indemnitee thatthat may be subject to indemnification hereunder, in the judgment such Indemnified 74 88 Party shall give written notice of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver claim to the indemnitor a written notice (Indemnifying Party stating the "Indemnity Notice") describing nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim and the basis for indemnification sought. Delay in reasonable detail such claim; provided, however, that any delay or failure of the Indemnified Party to notify the indemnitor of any claim give such notice shall not relieve it the Indemnifying Party from any liability on account of this indemnification, except if and to the extent that the indemnitor demonstrates that Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of any such notice of claim (i) to give written notice to assume the defense thereof and thereby admit to its liability for indemnification hereunder or to otherwise admit to its liability for indemnification hereunder or (ii) to dispute the claim of such action indemnification of the Indemnified Party. If written notice to the effect set forth in clause (i) of the immediately preceding sentence is materially prejudiced given by such delay or failure to notify. In the case of third party claimsIndemnifying Party, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify Indemnifying Party shall have the indemnitee of its intention right to assume the defense of such claimthe Indemnified Party against the third-party claim with counsel of its choice reasonably satisfactory to the Indemnified Party. If So long as the indemnitor shall assume Indemnifying Party has assumed the defense of the claimthird-party claim in accordance herewith, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in connection therewith and necessary or appropriate to defend the indemniteedefense of the third-party claim, (B) the Indemnified Party will not file any papers or consent to take all other required steps the entry of any judgment or proceedings enter into any settlement with respect to settle the third-party claim without prior written consent of the Indemnifying Party (not to be withheld or defend any such claimsdelayed unreasonably), and (C) the Indemnifying Party will not consent to employ counsel the entry of any judgment or enter into any settlement with respect to contest any such the third-party claim or liability in without the name prior written consent of the indemnitee Indemnified Party (not to be withheld or otherwisedelayed unreasonably). If defendants In the event that the Indemnifying Party fails to assume the defense, appeal or settlement of the third-party claim within the thirty-day period described in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitorthis Section, the indemnitee Indemnified Party shall have the right to employ its own counsel in undertake the defense or appeal of such actionthird-party claim on behalf of, and, in such eventand for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall also be responsible for the reasonable fees and expenses of such one counsel for the Indemnified Party. In no event shall be borne by the indemnitor. If Indemnified Party compromise or settle any third-party claim without the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior written consent of the indemnitorIndemnifying Party (which consent shall not be unreasonably withheld or delayed). Subject to the other provisions of this Agreement, Indemnified Parties and Indemnifying Parties shall use commercially reasonable efforts to minimize Adverse Consequences from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. Indemnified Parties and Indemnifying Parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days Promptly after the assertion by any third party of any claim against any indemnitee party entitled to be indemnified under this Section 9 (the "Indemnitee") that, in the judgment of such indemniteeIndemnitee, may result in the incurrence by of such indemnitee Indemnitee of Costs Losses for which such indemnitee Indemnitee would be entitled to indemnification pursuant to this Purchase Agreement, such indemnitee Indemnitee shall deliver to the indemnitor other party or parties who has indemnified such Losses hereunder ("Indemnitor") a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall Such Indemnitor may participate in and, at its option upon acknowledgement of Indemnitee's right to indemnification for such matter, assume the defense of the Indemnitee against such claim, including the indemnitor employment of counsel, who shall have the right and obligation (A) be reasonably satisfactory to conduct such Indemnitee. In such case, any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee Indemnitee shall have the right to employ its own separate counsel in any such actionaction or claim and to participate in the defense thereof, and, in such event, but the fees and expenses of such counsel shall not be borne at the expense of the Indemnitor unless (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the indemnitor. If Indemnitee of the indemnitor shall not existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnitor or (iii) the named parties to any such claim action (including impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by Indemnitor's counsel that there may be conflicting interests between Indemnitee and the Indemnitor in the legal defense thereof. No Indemnitor shall be liable to indemnify any Indemnitee for any compromise or litigation resulting therefrom, the indemnitee may defend against settlement of any such action or claim effected without the consent of the Indemnitor, which shall not be unreasonably withheld, conditioned or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriatedelayed; provided, however, that any such settlement shall be subject if Indemnitor fails or refuses to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect acknowledge Indemnitee's right to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all or to assume and prosecute the defense of the parties thereto or their attorneysclaim in accordance with this Purchase Agreement, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as Indemnitee shall be acceptable under no obligation to the partiesdefend such claim and shall be entitled to settle or compromise such claim in good faith without Indemnitor's consent, and such settlement or compromise so effected shall not in any way prevent or limit any entitlement of Indemnitee to indemnity under this Purchase Agreement.

Procedures for Third Party Claims. Within twenty Each Person seeking indemnification under this Article IV (20the “Indemnified Party”) days after shall give prompt notice to the Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party of any claim against any indemnitee that(“Third Party Claim”), in provided, however, that the judgment failure to give such notification will not affect the indemnification provided hereunder unless the Indemnifying Party is materially prejudiced by such failure, and then only to the extent of such indemniteeprejudice. Upon receipt of such notice of a Third Party Claim, may result in the incurrence by Indemnifying Party will have the right to assume the defense of such indemnitee Third Party Claim using counsel of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver its choice reasonably satisfactory to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimIndemnified Party; provided, however, that the Indemnifying Party will obtain the prior written consent of the Indemnified Party (which may not be unreasonably withheld, delayed or conditioned) before entering into any delay settlement or compromise of such Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by any Indemnifying Party, and (ii) the settlement includes an unconditional release of such Indemnified Party and its Affiliates from all Liability relating to claims that are the subject matter of the Third Party Claim and does not include any statement as to or any admission of fault, culpability or failure to notify the indemnitor act by or on behalf of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay Indemnified Party or failure to notifyits Affiliates. In the case of third party claims, event the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing Indemnified Party reasonably concludes that there may be legal defenses available to the indemnitee which it that are different from or in addition to those available to the indemnitorIndemnifying Party, or there is otherwise an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party, the indemnitee shall Indemnified Party will have the right right, at the Indemnifying Party’s reasonable expense, to employ its own select separate counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall to otherwise separately defend itself but will not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnitorIndemnifying Party, which consent shall will not be unreasonably withheld. Within ten (10) days after final determination with With respect to a third party claimany Third Party Claim subject to indemnification under this Agreement, the indemnitor shall pay Indemnified Party agrees to cooperate and cause its Affiliates to cooperate in good faith with the indemnitee Indemnifying Party in connection with the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity defense of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesThird Party Claim.

Procedures for Third Party Claims. Within twenty (20) days If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 8.1 or Section 8.2, the indemnified party shall, promptly after receipt of notice of the assertion by any third party of any claim against any indemnitee that, in the judgment commencement of such indemniteeThird Party Claim, may result notify the indemnifying party in writing of the incurrence by such indemnitee commencement thereof, enclosing a copy of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreementall papers served, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimif any; provided, however, that any delay or failure the omission to so notify the indemnitor of any claim shall such indemnifying party will not relieve it the indemnifying party from any liability except that it may have to any indemnified party under Section 8.1 or Section 8.2 unless, and only to the extent that, the indemnifying party is actually prejudiced by such omission. In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 8.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimsit may wish, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such claim. If the indemnitor shall indemnified party of its election so to assume the defense of the claimthereof, the indemnitor shall have the right and obligation (A) indemnifying party will not be liable to conduct such indemnified party under this ARTICLE VII for any proceedings legal or negotiations other expenses subsequently incurred by such indemnified party in connection therewith and necessary or appropriate to defend with the indemnitee, (B) to take all defense thereof other required steps or proceedings to settle or defend than reasonable costs of investigation. In any such claimsThird Party Claim, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee an indemnified party shall have the right to employ retain its own counsel in such actioncounsel, and, in such event, but the reasonable fees and expenses of such counsel shall be borne by at the indemnitor. If sole cost and expense of such indemnified party unless (a) the indemnitor indemnifying party and the indemnified party shall not assume have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such claim Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or litigation resulting therefrompotential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnitee may defend indemnifying party agrees to indemnify the indemnified party from and against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any Loss by reason of such settlement shall be subject to or judgment. No indemnifying party shall, without the prior written consent of the indemnitorindemnified party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claimeffect any settlement, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have been a party and indemnity may could be sought pursuant to this Section 6.5. In hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional, full written release of a non-third party claimsuch indemnified party, payment in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. matter of damages incurred by the indemnitee shall be made by the indemnitor within ten such claim or proceeding, (10ii) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim does not include any statement as to damages shall be (A) a judgment an admission of fault, culpability or failure to act by or on behalf of any court determining the validity of a disputed claim, if no appeal is pending from such judgment indemnified party and (iii) does not impose any continuing obligations or if the time restrictions other than customary and reasonable confidentiality obligations relating to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, settlement or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiescompromise.

Procedures for Third Party Claims. Within twenty (20a) days after In the event that any IAT Party or Delta Party (an “Indemnified Party”) receives notice of the assertion by any third party of any claim against for Damages or of the commencement of any indemnitee thataction or proceeding for Damages, in any case by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (a “Third Party Claim”) against such Indemnified Party, with respect to which a party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the judgment Indemnified Party shall give written notice to the Indemnifying Party as promptly as practicable after becoming aware of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled Third Party Claim. Subject to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimsSection 24.03(e), the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor Indemnifying Party shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemniteeright, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available upon written notice to the indemnitee which are different from or in addition to those available to Indemnified Party (the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10“Defense Notice”) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt from the Indemnified Party of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity notice of such claim, specifying the counsel the Indemnifying Party shall appoint to defend such Third Party Claim (“Defense Counsel”), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary, in the name of the Indemnified Party, provided, that, the Indemnified Party shall have the right to approve the Defense Counsel, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within five (E5) such other evidence of final determination of a disputed claim as days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be acceptable subject again to the partiesIndemnified Party’s approval. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance with this Section 24.03(a) for which it is ultimately found liable for such indemnification obligation.

Procedures for Third Party Claims. Within twenty (20a) days after If any Indemnitee receives written notice of the assertion by any third party of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement (a "Third Party Claim") against or affecting such Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) then a party could be obligated to provide indemnification under this Agreement as a result of or in connection with such claim, action or proceeding, such Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any indemnitee that, in the judgment event no later than 30 calendar days after receipt of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail of such claimThird Party Claim; provided, however, that any delay or failure to notify the indemnitor of any claim give notice as provided in this paragraph (a) shall not relieve it from any liability the Indemnifying Party of its indemnification obligations under this Article XI except to the extent that the indemnitor demonstrates that the defense of such action Indemnifying Party is materially actually prejudiced by such delay or failure failure. Said written notice to notify. In the case of third party claims, Indemnifying Party shall set forth the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense basis of the claim, the indemnitor shall have the right Third Party Claim in reasonable detail and obligation (A) include copies of all pertinent correspondence relating to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwiseThird Party Claim. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee The Indemnifying Party shall have the right to employ assume and control the defense of any Third Party Claim at such Indemnifying Party's sole expense and by such Indemnifying Party's own counsel, by giving written notice to the Indemnitee (the "Notice to Defend") no later than thirty (30) calendar days after receipt of the above-described notice of such Third Party Claim. The Indemnitee also shall have the right to participate in the defense of any Third Party Claim assisted by counsel of its own counsel in such actionchoosing, and, in such event, the but all fees and expenses of such counsel shall be borne paid by the indemnitorIndemnitee. The Indemnifying Party and the Indemnitee shall cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to such defense (but not to the extent that would require waiver of any privilege). If the indemnitor Indemnitee does not receive from the Indemnifying Party a Notice to Defend with respect to a Third Party Claim or a written notice of objection to the claim for indemnification specifying in reasonable detail the basis for the objection within the 30 day period described above, the Indemnitee may, at its option, elect to solely defend the Third Party Claim assisted by counsel of its own choosing, and the Indemnifying Party shall not assume be liable for all reasonable costs and expenses, and all settlement amounts (subject to and in accordance with paragraph (c) below of this Section 11.3) or other liabilities, losses, damages and injuries paid or incurred in connection therewith to the extent such claim is or would have been indemnifiable under this Agreement if such claim is or had been proved. In such event, the Indemnifying Party shall also have the right to participate in the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent Third Party Claim assisted by counsel of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesits choosing at its own expense.

Procedures for Third Party Claims. Within twenty (20a) days after The Indemnified Party seeking indemnification under Section 10.2 agrees to give prompt notice (in accordance with Section 11.2) upon becoming aware of the facts indicating that a claim for indemnification may be warranted to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion by any third party of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, or the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 10.2 (the “Third Party Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and include reasonable, available support for the basis of the indemnification being sought and the amount of Damages subject to indemnification to the extent such information is readily available. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 6.5. In the case of a non-third party claim10.3, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as except to the termination of extent that such failure has an actual prejudicial effect on the dispute defenses or other rights available to the Indemnifying Party with respect to such claim signed by all and except that the Indemnifying Party shall not be liable for any Liability incurred during the period in which the Indemnified Party failed to give such notice. In the event of the parties thereto assertion of any claim or their attorneysthe commencement of any suit, (D) a written acknowledgment action or proceeding in respect of which indemnity would be sought by the indemnitor Indemnified Party but for the fact that he, she or it no longer disputes the validity notice of such claim, suit, action or (E) proceeding was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such other evidence claim, suit, action or proceeding. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time it receives a notice from the Indemnifying Party advising that the Indemnifying Party will be assuming the defense of final determination of a disputed claim as such, and the Indemnifying Party shall be acceptable to liable for the partiesreasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have not yet given a claim notice as provided above), which reasonable fees and expenses of counsel the Indemnifying Party shall reimburse the Indemnified Party promptly upon written request therefor.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against any indemnitee thatfor indemnification arising from a claim of a third party (a “Third Party Claim”), in the judgment an Indemnified Party shall give prompt written notice, following such Indemnified Party’s receipt of such indemniteeclaim or demand, may result in to the incurrence by such indemnitee Indemnifying Party of Costs for any claim or demand of which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimhereunder; provided, however, that any delay or failure to notify the indemnitor of any claim shall give such notice will not relieve it from any liability except affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that that, the indemnitor demonstrates that rights of the defense Indemnifying Parties from whom indemnity is sought are materially prejudiced as a result of such action is materially prejudiced by such delay or failure to notifyfailure. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor The Indemnifying Party shall have the right (and obligation if they elect to exercise such right, to do so within twenty (A20) calendar days after receiving such notice from the Indemnified Party) to conduct any proceedings or negotiations in connection therewith defend and necessary or appropriate to defend direct the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest defense against any such claim or liability demand, in its name or in the name of the indemnitee or otherwise. If defendants in any action include Indemnified Party, as the indemnitee and case may be, at the indemnitorexpense of the Indemnifying Party, and the indemnitee shall have been advised by its with counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne selected by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party with the prior consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against the full amount of any Damages resulting from such Third Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have taken any action to defend such third party claim within such twenty (20) calendar day period; (ii) such claim or demand seeks an Order, injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim. Within ten Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (10i) days after final determination or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to a third party claim, the indemnitor any such claim or demand which shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred settled by the indemnitee shall be made by Indemnified Party without the indemnitor within ten (10) days after receipt prior written consent of the Indemnity Notice by indemnitorIndemnifying Party, which consent shall not be unreasonably withheld or delayed. A final determination of a disputed The Indemnifying Party shall not settle any such claim as to damages shall be (A) a judgment of any court determining without the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a prior written agreement as to the termination consent of the dispute Indemnified Party (which consent shall not be unreasonably withheld) and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to such claim signed by the matter in controversy that is binding, valid and enforceable against all applicable parties. Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within 72 hours of the parties thereto or their attorneys, (D) receipt of a written acknowledgment of notice from the indemnitor that he, she or it no longer disputes Indemnifying Party containing the validity terms and condition of such claimsettlement, or (E) such other evidence of final determination of a disputed claim as the Indemnified Party shall be acceptable deemed to have consented to the partiessettlement.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay Notwithstanding anything to the indemnitee contrary in this Section 9.3, subject to the Costs incurred provisions of Section 6.25 hereof, Opco and Purchaser shall have the right to control all claims, proceedings, suits or other actions subject to indemnification by indemnitee the Counsel Entities under Section 9.2.1(xiv), including the selection of legal counsel, provided that the Counsel Entities shall have the right to participate in respect such Third Party Claim with legal counsel at its own expense, shall be kept advised of which indemnity developments and shall cooperate with Opco and Purchaser therein, and no such Third Party Claim may be sought pursuant to this Section 6.5. In settled by Opco or Purchaser without the case of a non-third party claimCounsel Entities' consent, payment of damages incurred by the indemnitee which shall not be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment unreasonably withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim or demand described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such Third Party Claim or demand which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect Any settlement of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be any such Third Party Claim or demand made by the indemnitor within ten (10) days after receipt Indemnifying Party shall include a complete release and discharge of each Indemnified Party or if not so included, shall require the prior written consent of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnified Party.

Procedures for Third Party Claims. Within twenty (20a) days Promptly after the assertion receipt by any Indemnified Party of a notice of any claim, action, suit or proceeding by any third party that may be subject to indemnification hereunder, including for purposes of this Section 9.3 any claim against any indemnitee thatTax Claim (as defined below) with respect to which notice must be provided within 10 calendar days following receipt thereof, in the judgment such Indemnified Party shall give written notice of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver claim to the indemnitor a written notice indemnifying party hereunder (the "Indemnity NoticeIndemnifying Party") describing in reasonable detail ), stating the nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim and the basis for indemnification sought. Failure of the Indemnified Party to give such claim; provided, however, that any delay or failure to notify the indemnitor of any claim notice shall not relieve it the Indemnifying Party from any liability on account of this indemnification, except if and to the extent that the indemnitor demonstrates that Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall have the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention right to assume the defense of such claimthe Indemnified Party against the third party claim if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party. If So long as the indemnitor shall assume Indemnifying Party has assumed the defense of the third party claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, it being understood the indemnitor Indemnifying Party shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take pay all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees costs and expenses of counsel for the Indemnified Party for all periods prior to such counsel shall be borne by time as the indemnitor. If Indemnifying Party has notified the indemnitor shall not assume Indemnified Party that it has assumed the defense of any such third party claim and all costs and expenses of separate counsel for the Indemnified Party if there exists or litigation resulting therefrom, is reasonably likely to exist a conflict of interest that would make it inappropriate in the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate reasonable judgment of the General Counsel of the Indemnified Party for the same counsel to represent both the 131 123 Indemnified Party and the indemnitee may settle such claim Indemnifying Party, (ii) the Indemnified Party shall not file any papers or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject consent to the entry of any judgment or enter into any settlement with respect to the third party claim without prior written consent of the indemnitorIndemnifying Party (not to be unreasonably withheld or delayed) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20a) days after the assertion If any claim or demand made by any third party of any claim Person other than the Purchaser or the Seller or their respective Affiliates against any indemnitee thata Purchaser Indemnified Party or a Seller Indemnified Party, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor as applicable (a written notice (the "Indemnity Notice"“Third Party Claim”) describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim brought or litigation resulting therefrom, the indemnitee may defend alleged against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third an indemnified party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may is to be sought against an indemnifying party pursuant to this Section 6.5. In 7.1 or Section 7.2, the case of a non-third indemnified party claimshall, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days promptly after receipt of notice of the Indemnity Notice by indemnitor. A final determination commencement of such Third Party Claim, notify the indemnifying party in writing of the commencement thereof, enclosing a disputed claim as to damages shall be (A) a judgment copy of any court determining the validity of a disputed claimall papers served, if no appeal is pending any; provided, that the failure to so notify such indemnifying party will not relieve the indemnifying party from such judgment any liability that it may have to any indemnified party under Section 7.1 or if the time to appeal therefrom has elapsedSection 7.2 unless, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as and only to the termination extent that, the indemnifying party is actually prejudiced by such failure. (b) In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the dispute commencement thereof in accordance with respect this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such claim signed by all indemnified party (who shall not, except with the consent of the parties thereto or their attorneysindemnified party, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable counsel to the partiesindemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded (and shall have advised the Indemnifying Party in writing of the basis for its conclusion) that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim or demand described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such Third Party Claim or demand which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination The Indemnifying Party shall be subrogated to the rights of the Indemnified Party with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim any matter as to damages shall be (A) a judgment of any court determining which the validity of a disputed claim, if no appeal is pending from such judgment or if Indemnifying Party has fully indemnified the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnified Party.

Procedures for Third Party Claims. Within twenty (20a) days after In the assertion by any third party case of any claim against for indemnification arising from a claim of or by a third party (a “Third Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any indemnitee that, in the judgment claim or demand of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") hereunder describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of such claim (if known); provided, however, the failure to give such notice shall not relieve any Indemnifying Party of such Indemnifying Party’s indemnification obligation hereunder, except to the extent such failure results in material prejudice to the Indemnifying Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its personnel, properties, books and records, and such other information as the Indemnifying Party may reasonably request, for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such Third Party Claim. The Indemnifying Party shall have the right to defend and to direct the defense against any such Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, at the expense of the Indemnifying Party, including counsel fees and expenses. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In in the case of third party claims, any Third Party Claim that names both the indemnitor shall, within ten (10) days Indemnified Party and the Indemnifying Party and representation of receipt of notice of such claim, notify both Parties by the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ same counsel is determined by qualified counsel to contest any such claim be inappropriate because (i) one or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be more legal defenses available to the indemnitee which are such Indemnified Party is different from or in addition additional to those available to the indemnitorIndemnifying Party or (ii) there is an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim, then such Indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim, and the indemnitee Indemnifying Party shall have be responsible for the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by the indemnitorcounsel. If the indemnitor shall not assume Indemnifying Party assumes the defense of any such claim or litigation resulting therefromThird Party Claim, the indemnitee may defend against any such claim or litigation Indemnified Party shall reasonably cooperate with the Indemnifying Party in such manner as it may deem appropriate defense and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject make available to the prior consent of Indemnifying Party all witnesses, pertinent records, materials and information in the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, Indemnified Party’s possession or under the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred Indemnified Party’s control relating thereto as is reasonably required by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnifying Party.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against for indemnification arising from a claim of a third party (a “Third-Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs claim or demand for which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreementhereunder (provided that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, such indemnitee shall deliver and then solely to the indemnitor extent, the Indemnifying Party is prejudiced thereby). Except as otherwise provided herein, the Indemnifying Party shall have the right to defend and to direct the defense against any such Third- Party Claim (other than any Third Party Claim that constitutes or arises out of a written notice (Tax Proceeding), in its name or in the "Indemnity Notice") describing in reasonable detail such claimname of the Indemnified Party, as the case may be, at the expense of the AmericasActive:12532620.29 Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, however, that the Indemnifying Party shall not be entitled to assume the defense or control of a Third-Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (a) the Indemnifying Party does not acknowledge to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim, (b) such Third-Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party or the Company, (c) such Third-Party Claim involves any delay criminal proceeding, action, indictment, allegation or failure to notify the indemnitor investigation, (d) such Third-Party Claim is by or on behalf of any claim shall not relieve it from any liability except material customer of the Company, (e) the Indemnified Party reasonably believes an adverse determination with respect to the extent Action giving rise to such claim for indemnification would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects; (f) the claim involves environmental, health or safety matters in which case the Indemnified Party shall have sole control and management authority over the resolution of such claim or (g) counsel to the Indemnified Party shall have reasonably concluded that (A) there is a conflict of interest between the indemnitor demonstrates that Indemnified Party and the Indemnifying Party in the conduct of the defense of such action Third- Party Claim or (B) the Indemnified Party has one or more defenses not available to the Indemnifying Party; provided, further, in the event any Third-Party Claim is materially prejudiced brought or asserted which, if adversely determined, would not entitle the Indemnified Party to full indemnity pursuant to this ARTICLE XI, for any reason, the Indemnified Party may elect to participate in a joint defense of such Third-Party Claim for which the expenses of such joint defense will be shared equally by such delay or failure Parties and the retention of counsel shall be reasonably satisfactory to notifyboth Parties. In The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel employed at its own expense; provided, however, that, in the case of third party claims, any Third-Party Claim described in clause (a) though (g) above or as to which the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such Third- Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (x) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such Indemnified Party or its Affiliates and (y) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability or obligation with respect to such claim. If In the indemnitor shall assume event that the Indemnified Party assumes the defense or control of the claimsuch Third-Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee Indemnifying Party shall have the right to employ its own counsel participate in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against Third-Party Claim with counsel employed at its own expense. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement Third-Party Claim which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Within ten (10) days after final determination with respect To the extent that there is an inconsistency between this Section 9.06 and Section 7.04 as it relates to a third party claimTax matter, the indemnitor provisions of Section 7.04 shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesgovern.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded (and shall have advised the Indemnifying Party in writing of the basis for its conclusion) that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim or demand described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such Third Party Claim or demand which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after The obligations and liabilities of an Indemnifying Party under this Article VII with respect to Losses arising from Third Party Claims shall be governed by and be contingent upon the assertion by any third party of any claim following additional terms and conditions: If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any indemnitee that, in the judgment of such indemnitee, Losses that may result in from such Third Party Claim, then the incurrence by such indemnitee of Costs for which such indemnitee would Indemnifying Party shall be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that assume and control the defense of such action is materially prejudiced by such delay or failure Third Party Claim at its expense and through counsel of its choice, reasonably acceptable to notify. In the case Indemnified Party, if it gives notice of third party claims, its intention to do so to the indemnitor shall, Indemnified Party within ten (10) days of the receipt of such notice of such claim, notify from the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriateIndemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party (provided that the Indemnifying Party shall not be responsible for the fees and expenses of more than one counsel, in addition to local counsel, for all Indemnified Parties). In the event the Indemnifying Party exercises the right to undertake any such settlement defense against any such Third Party Claim as provided above, the Indemnified Party shall be subject cooperate, and shall use its best efforts to cause its Affiliates, officers, directors, employees and agents to cooperate, with the Indemnifying Party in such defense and make available to the Indemnifying Party, at 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, and shall use its best efforts to cause its Affiliates, officers, directors, employees and agents to make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the possession or under the control of any of them, relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate, and shall use its best efforts to cause its Affiliates, officers, directors, employees and agents to cooperate, with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control, and shall use its best efforts to cause its Affiliates, officers, directors, employees and agents to make available to the Indemnified Party, at the Indemnifying Party's expense, all witnesses, records, materials and information in the possession or under the control of any of them, relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the indemnitorIndemnified Party; provided, which however, that if the Indemnified Party does not consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to such a third party claimsettlement and such settlement involves solely monetary damages, then in no event may the indemnitor shall pay Indemnifying Party's liability to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute Indemnified Party with respect to such claim signed by all Third Party Claim exceed the amount of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesproposed settlement.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against for indemnification arising from a claim of a third party which claim results in a payment to such third party (a “Third-Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs claim or demand for which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreementhereunder (provided, such indemnitee that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall deliver relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the indemnitor a written notice (extent, the "Indemnity Notice") describing Indemnifying Party is prejudiced thereby). Except as otherwise provided herein, the Indemnifying Party shall have the right to defend and to direct the defense against any such Third-Party Claim, in reasonable detail such claimits name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, however, that any delay or failure to notify the indemnitor of any claim Indemnifying Party shall not relieve it from any liability except be entitled to assume the defense or control of a Third-Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (a) the Indemnifying Party does not acknowledge to the extent that Indemnified Party in writing its obligations to indemnify the indemnitor demonstrates that the defense Indemnified Party with respect to all elements of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, claim within ten thirty (1030) days of receipt of written notice of such claimindemnity claim from the Indemnified Party, notify (b) such Third-Party Claim seeks an order, injunction or other equitable relief against the indemnitee Indemnified Party, (c) such Third-Party Claim involves any criminal Action against the Indemnified Party, or (d) counsel to the Indemnified Party shall have reasonably concluded that (i) there is a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third-Party Claim, or (ii) the Indemnified Party has one or more defenses not available to the Indemnifying Party; provided further, that in the event any Third-Party Claim is brought or asserted which, if decided against the Indemnified Party, would not entitle the Indemnified Party to full indemnity pursuant to this Section 7, for any reason, the Indemnified Party may elect to participate in a joint defense of such Third-Party Claim for which the expenses of such joint defense will be shared equitably by such Parties and the retention of counsel shall be reasonably satisfactory to both Parties. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such Third-Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel employed at its intention own expense; provided, however, that, in the case of any Third-Party Claim described in clause (a), (b) or (c) above or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird-Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. No compromise or settlement of any Third-Party Claim may be effected by the indemnitor. If Indemnifying Party without the indemnitor Indemnified Party’s consent (which shall not assume the defense be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such claim Indemnified Party or litigation resulting therefromits Affiliates, the indemnitee may defend against and (B) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement Third-Party Claim which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment conditioned or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against any indemnitee thatfor indemnification arising from a claim of a third party (a “Third Party Claim”), in the judgment an Indemnified Party shall give prompt written notice, following such Indemnified Party’s receipt of such indemniteeclaim or demand, may result in to the incurrence by such indemnitee Indemnifying Party of Costs for any claim or demand of which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimhereunder; provided, however, that any delay or failure to notify the indemnitor of any claim shall give such notice will not relieve it from any liability except affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that that, the indemnitor demonstrates that rights of the defense parties from whom indemnity is sought are materially prejudiced as a result of such action is materially prejudiced by failure. The Indemnifying Party shall have the right (and if they elect to exercise such delay or failure right, to notify. In the case of third party claims, the indemnitor shall, do so within ten (10) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of receipt the Indemnified Party, as the case may be, at the expense of notice the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided that the Indemnifying Party shall only be entitled to assume control of the defense of such action only to the extent the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against the full amount of any Damages resulting therefrom; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have taken any action to defend such third party claim within such ten (10) day period; (ii) such claim or demand seeks an Order, injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party or (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such third party claim. Notwithstanding anything in this Agreement to the contrary, notify the indemnitee Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its intention own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimclaim or demand, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by at the indemnitorexpense of the Indemnifying Party. If the indemnitor The Indemnifying Party shall not assume the defense of have no indemnification obligations with respect to any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement demand which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party, unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee matter in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiescontroversy.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "THIRD PARTY CLAIM"), the Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand that the Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee such Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party or (ii) the Indemnified Party reasonably concludes that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed in the defense of such Third Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel employed at its own expense provided that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor case of any claim shall Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party has not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that is settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnifying Party.

Procedures for Third Party Claims. Within In the case of any claim for indemnification arising from a claim of a third party, an indemnified party shall give written notice, within twenty (20) days after following such indemnified party's receipt of such claims or demand, to the assertion by any third indemnifying party of any claim against any indemnitee that, in the judgment claims or demand of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled indemnified party has knowledge and as to which it may request indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimhereunder; provided, however, that any delay or the failure to notify provide notice within such twenty (20) day time period shall reduce the indemnitor indemnification obligations of any claim shall not relieve it from any liability except the indemnifying party only to the extent that the indemnitor demonstrates indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to defend and to direct the defense against any such claims or demand, in its name or in the name of the indemnified party, as the case may be, at the expense of the indemnifying party, and with counsel selected by the indemnifying party unless (i) such claim or demand seeks an order, injunction or other equitable relief against the indemnified party, or (ii) the indemnified party shall have reasonably concluded that (x) there is a conflict of interest between the indemnified party and the indemnifying party in the conduct of the defense of such action is materially prejudiced by claim or demand or (y) the indemnified party has one or more defenses not available to the indemnifying party. Notwithstanding anything in this Agreement to the contrary, the indemnified party shall, at the expense of the indemnifying party, cooperate with the indemnifying party, and keep the indemnifying party fully informed, in the defense of such delay claim or failure demand. The indemnified party shall have the right to notify. In participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of third any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the indemnifying party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimclaim or demand, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by at the indemnitorexpense of the indemnifying party. If the indemnitor The indemnifying party shall not assume the defense of have no indemnification obligations with respect to any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement demand which shall be subject to settled by the indemnified party without the prior written consent of the indemnitorindemnifying party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty The indemnification obligations set forth in this Section will not apply unless the party claiming indemnification: (20a) days after notifies the assertion by any third party other promptly in writing of any claim against any indemnitee thatmatters in respect of which the indemnity may apply and of which the notifying party has knowledge, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled order to indemnification pursuant to this Agreement, such indemnitee shall deliver to allow the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimopportunity to investigate and defend the matter; provided, however, that any delay or the failure to so notify will only relieve the indemnitor of any claim shall not relieve it from any liability except its obligations under this Section 13 if and to the extent that the indemnitor demonstrates is prejudiced thereby; and (b) gives the other party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof; unless such settlement would result in a finding or admission that the defense of such action is materially prejudiced by such delay indemnitee violated any applicable law, rule or failure regulation, in which case the indemnitee's approval will be required and provided, however, that the indemnitee will have the right to notify. In the case of participate in any legal proceeding to contest and defend a claim for indemnification involving a third party claimsand to be represented by legal counsel of its choosing, all at the indemnitee's cost and expense. However, if the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention fails to assume the defense of such claim. If the indemnitor shall promptly assume the defense of the claim, the indemnitor shall have the right and obligation (A) Party entitled to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there indemnification may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of at the indemnitor's cost and expense. The indemnitor will not be responsible for any such claim settlement or litigation resulting therefromcompromise made without its consent, unless the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate has tendered notice and the indemnitor has then refused to assume and defend the claim and it is later determined that the indemnitor was liable to assume and defend the claim. The indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject agrees to cooperate in good faith with the prior consent indemnitor at the request and expense of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

Procedures for Third Party Claims. Within twenty Promptly after receipt by an Indemnified Party of notice by a third party of a threatened or filed complaint or the threatened or actual commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Loss, such Indemnified Party shall provide written notification to Buyer, on the one hand, or Seller, on the other hand, whoever is the appropriate indemnifying Party hereunder (20the "Indemnifying Party"), within five (5) days after the assertion by any third party Indemnified Party's knowledge of any claim against any indemnitee that, in the judgment threatening or filing of such indemniteecomplaint or knowledge of the threatened or actual commencement of such audits, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreementinvestigation, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimaction or proceeding; provided, however, that any delay or the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the indemnitor Indemnifying Party results in (i) the forfeiture by the Indemnifying Party of any claim shall not relieve it from any liability except rights and defenses otherwise available to the extent that Indemnifying Party with respect to such claim or (ii) material prejudice to the indemnitor demonstrates that Indemnifying Party with respect to such claim. The Indemnifying Party shall have the defense of such action is materially prejudiced by such delay or failure right, upon written notice delivered to notify. In the case of third party claims, the indemnitor shall, Indemnified Party within ten thirty (1030) days of receipt of notice of such claimthereafter, notify the indemnitee of its intention to assume the defense of such claimcomplaint, audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. If the indemnitor shall Indemnifying Party declines or fails to assume the defense of the claimaudit, investigation, action or proceeding on the terms provided above within such thirty (30) day period, however, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to Indemnified Party may employ counsel to contest represent or defend it in any such claim audit, investigation, action or liability proceeding and, if the Indemnifying Party agrees that such audit, investigation, action or proceeding is a matter with respect to which the Indemnified Party is entitled to receive payment from the Indemnifying Party for the Loss in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitorquestion, the indemnitee shall have Indemnifying Party will pay the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriateincurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use Commercially Reasonable Efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such settlement shall be subject matter. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnifying Party.

Procedures for Third Party Claims. Within twenty (20) days If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the assertion by any third party of any claim against any indemnitee that, in the judgment commencement of such indemniteeThird Party Claim, may result notify the indemnifying party in writing of the incurrence by such indemnitee commencement thereof, enclosing a copy of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreementall papers served, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimif any; provided, however, that any delay or failure the omission to so notify the indemnitor of any claim shall such indemnifying party will not relieve it the indemnifying party from any liability except that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, the indemnifying party is actually prejudiced by such omission. In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimsit may wish, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such claim. If the indemnitor shall indemnified party of its election so to assume the defense of the claimthereof, the indemnitor shall have the right and obligation (A) indemnifying party will not be liable to conduct such indemnified party under this Article VII for any proceedings legal or negotiations other expenses subsequently incurred by such indemnified party in connection therewith and necessary or appropriate to defend with the indemnitee, (B) to take all defense thereof other required steps or proceedings to settle or defend than reasonable costs of investigation. In any such claimsThird Party Claim, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee an indemnified party shall have the right to employ retain its own counsel in such actioncounsel, and, in such event, but the reasonable fees and expenses of such counsel shall be borne by at the indemnitor. If sole cost and expense of such indemnified party unless (a) the indemnitor indemnifying party and the indemnified party shall not assume have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such claim or litigation resulting therefrom, Third Party Claim (including any impleaded parties) include both the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate indemnifying party and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to indemnified party and representation ***Text Omitted and Filed Separately with the prior consent of the indemnitor, which consent shall not be unreasonably withheldSecurities and Exchange Commission. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.Confidential Treatment Requested Under

Procedures for Third Party Claims. Within twenty (20) days Promptly after the assertion receipt by --------------------------------- a Purchaser Indemnitee, a Seller Indemnitee, a New Arena Indemnitee or an LDA Indemnitee (any such entity, an "Indemnified Party") of a notice of any claim, ----------------- action, suit or proceeding by any third party of any claim against any indemnitee thatthat may be subject to indemnification hereunder, in the judgment such Indemnified Party shall give written notice of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver claim to the indemnitor a written notice indemnifying party (the "Indemnity NoticeIndemnifying Party") describing in reasonable detail ), stating the ------------------ nature and basis of the claim and the amount thereof, to the extent known. Failure of the Indemnified Party to give such claim; provided, however, that any delay or failure to notify the indemnitor of any claim notice shall not relieve it the Indemnifying Party from any liability on account of this indemnification, except to the extent that the indemnitor demonstrates that Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of any such notice of claim to give written notice of dispute of the defense claim to the Indemnified Party. If the Indemnified Party does not receive written notice of the dispute within such 30- day period, the amount of such action is materially prejudiced by such delay or failure to notifyLoss shall be conclusively deemed a liability of the Indemnifying Party. In The Indemnifying Party shall have the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention right to assume the defense of such the Indemnified Party against the third party claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after the Indemnified Party has given notice of the third party claim that the Indemnifying Party will indemnify the Indemnified Party from the Losses the Indemnified Party may suffer relating to the third party claim, and (b) the third party claim involves only money damages and does not seek an injunction or other equitable relief. If So long as the indemnitor shall assume Indemnifying Party is conducting the defense of the third party claim, (a) the indemnitor shall have Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend defense of the indemniteethird party claim, (Bb) the Indemnified Party will not consent to take all other required steps the entry of any judgment or proceedings enter into any settlement with respect to settle or defend any such claimsthe third party claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Cc) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available Indemnifying Party will not consent to the indemnitee which are different from entry of any judgment or in addition to those available enter into any settlement with respect to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such third party claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to without the prior written consent of the indemnitorIndemnified Party (not to be withheld unreasonably). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty Promptly after receipt by an Indemnified Party of notice by a third party of a threatened or filed complaint or the threatened or actual commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party is covered hereunder, such Indemnified Party shall provide written notification to Buyer, on the one hand, or Seller Parties, on the other hand, whoever is the appropriate indemnifying Party hereunder (20the "Indemnifying Party"), but in any event within five (5) days after the assertion by any third party Indemnified Party's knowledge of any claim against any indemnitee that, in the judgment threatening or filing of such indemniteecomplaint or knowledge of the threatened or actual commencement of such audits, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreementinvestigation, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimaction or proceeding; provided, however, that any delay or the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the indemnitor of any claim shall not relieve it from any liability except Indemnifying Party results in material prejudice to the extent that Indemnifying Party with respect to such claim. The Indemnifying Party shall have the indemnitor demonstrates that right, upon written notice delivered to the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, Indemnified Party within ten thirty (1030) days of receipt of notice of such claimthereafter, notify the indemnitee of its intention to assume the defense of such claimcomplaint, audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. If the indemnitor shall Indemnifying Party declines or fails to assume and continue to diligently prosecute the defense of the claimaudit, investigation, action or proceeding (with respect to which the Indemnified Party is covered hereunder) on the terms provided above within such thirty (30) day period, however, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to Indemnified Party may employ counsel to contest represent or defend it in any such claim audit, investigation, action or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitorproceeding and, the indemnitee shall have Indemnifying Party will pay the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriateincurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use Commercially Reasonable Efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, apprised of the status of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such settlement shall be subject matter. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnifying Party.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a “Third Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (iii) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (iv) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) or as to which the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination with respect to a third party claim, Promptly following the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claimThird Party Claim, if no appeal is pending from such judgment or after exhausting all appeals if the time to appeal therefrom has elapsedmatter was appealed, (B) an award of the Indemnifying Party shall pay any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as Losses to the termination Indemnified Party by wire transfer or check made payable to the order of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.Indemnified Party. STOCK PURCHASE AGREEMENT – 32

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20a) days after In the assertion by case of any Claim for indemnification arising from a Claim of a third party against an Indemnified Party arising under paragraph 8.2(a) or 8.2(b) as the case may be (a "Third-Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim against any indemnitee thatClaim or demand of which such Indemnified Party has knowledge, in and as to which it may request indemnification hereunder, specifying (to the judgment extent known) the amount of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimClaim and any relevant facts and circumstances relating thereto; provided, however, that any delay or failure to notify give such prompt notice or to provide any such facts and circumstances will not waive any rights of the indemnitor of any claim shall not relieve it from any liability Indemnified Party, except to the extent that the indemnitor demonstrates rights of the Indemnifying Party are actually materially prejudiced thereby. The Indemnifying Party shall have the right (and, if it elects to exercise such right, to do so by written notice within thirty (30) days after receiving notice from the Indemnified Party) to defend and to direct the defense against any such Third-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, unless (i) the Indemnifying Party shall not have taken any action to defend such Third-Party Claim within such thirty-day (30-day) period, or (ii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such action is materially prejudiced by Third-Party Claim. Notwithstanding anything in this Agreement to the contrary (other than the last sentence of this Section 8.4 (a)), the Indemnified Party, at the expense of the Indemnifying Party (which shall include only reasonable out-of-pocket expenses actually incurred), shall cooperate with the Indemnifying Party and keep the Indemnifying Party fully informed in the defense of such delay or failure Third-Party Claim. The Indemnified Party shall have the right to notify. In participate in the defense of any Third-Party Claim with counsel employed at its own expense; provided, however, that in the case of third party claimsany Third-Party Claim (A) described in clause (ii) above, or (B) as to which the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If Third-Party Claim within such thirty-day (30-day) period, or (C) that involves assertion of criminal liability on the indemnitor shall assume Indemnified Party, or (D) seeks to force the defense of Indemnified Party to take (or prevent the claimIndemnified Party from taking) any action, then in each such case the indemnitor Indemnified Party shall have the right and obligation (A) right, but not the obligation, to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend control the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claimsdefense thereof for the account of, and (C) to employ counsel to contest any such claim or liability in at the name of risk of, the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitorIndemnifying Party, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such Indemnified Party's counsel shall be borne at the expense of the Indemnifying Party. Except as provided in the last sentence of Section 8.4 (b), the Indemnifying Party shall have no indemnification obligations with respect to any Third-Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment delayed or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesconditioned.

Procedures for Third Party Claims. Within twenty If any action, suit or proceeding (20each, a “Proceeding”) days after is brought against a person (an “indemnified party”) in respect of which indemnity may be sought against CMA CGM pursuant to Section 1 above, such indemnified party shall promptly notify CMA CGM in writing of the assertion by any third party of any claim against any indemnitee that, in the judgment institution of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee Proceeding and CMA CGM shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claimProceeding. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings The indemnified party or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee parties shall have the right to employ its or their own counsel in any such actioncase, and, in such event, but the fees and expenses of such counsel shall be borne at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the indemnitor. If the indemnitor shall not assume CMA CGM in connection with the defense of such Proceeding or CMA CGM shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to CMA CGM (in which case CMA CGM shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner fees and expenses shall be borne by CMA CGM and paid as incurred (it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; providedbeing understood, however, that CMA CGM shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). CMA CGM shall not be liable for any settlement of any Proceeding effected without its written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested CMA CGM to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this Section 3, then CMA CGM agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by CMA CGM of the aforesaid request, (ii) CMA CGM shall be subject not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given CMA CGM at least 30 days’ prior notice of its intention to settle. CMA CGM shall not, without the prior written consent of the indemnitorindemnified party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity may be could have been sought pursuant hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to this Section 6.5act by or on behalf of such indemnified party. In Notwithstanding the case foregoing, CMA CGM shall have the right to settle any Proceeding if the relevant indemnified party has been notified in writing of a non-third the proposed terms of such settlement and such indemnified party claim, payment has not responded to such proposal within 30 days of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesnotification.

Procedures for Third Party Claims. Within twenty (20) days after Upon the assertion receipt by any Indemnified Party of a notice of any claim, action, suit or proceeding against or involving it by any third party that may be subject to indemnification under Article VIII, including for purposes of this Section 8.3 any tax claim against any indemnitee that, in the judgment (pursuant to Section 8.4 below) such Indemnified Party shall give written notice of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver claim to the indemnitor a written notice Indemnifying Party hereunder (the "Indemnity NoticeIndemnifying Party") describing in reasonable detail within 10 Business Days following receipt thereof stating the nature and basis of the claim and the amount thereof, to the extent known, along with copies of all such claim; provided, however, that any delay or failure relevant documents evidencing the claim and the basis for indemnification sought. Failure of the Indemnified Party to notify the indemnitor of any claim give such notice shall not relieve the Indemnifying Party from liability on account of the indemnification, except if and to the extent that the Indemnifying Party is actually prejudiced thereby (including, without limitation, prejudice resulting from its loss of or delay in obtaining the right to assume the defense of the indemnified claim). The Indemnifying Party shall have the right to assume the defense of the Indemnified Party against the third party claim if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the third party claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, except that the Indemnifying Party shall pay (x) all reasonable costs and expenses of counsel for the Indemnified Party for all periods prior to such time as the Indemnifying Party has notified the Indemnified Party that it from any liability has assumed the defense of such third party claim, except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure Indemnified Party fails to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, timely notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense Indemnifying Party of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (Cy) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees all reasonable costs and expenses of such separate counsel shall be borne by for the indemnitor. If Indemnified Party if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the indemnitor reasonable judgment of counsel for the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (ii) the Indemnified Party shall not assume file any papers or consent to the defense entry of any such claim judgment or litigation resulting therefrom, the indemnitee may defend against enter into any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject with respect to the third party claim without prior written consent of the indemnitorIndemnifying Party (not to be unreasonably withheld or delayed) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, such party shall not be obligated to indemnify the Indemnified Party for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days Promptly after the assertion receipt by a Purchaser Indemnitee, a Seller Indemnitee, a Xxxxx Arena Indemnitee or an LDA Indemnitee (any such entity, an "Indemnified Party") of a notice of any claim, action, suit or proceeding by any third party of any claim against any indemnitee thatthat may be subject to indemnification hereunder, in the judgment such Indemnified Party shall give written notice of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver claim to the indemnitor a written notice indemnifying party (the "Indemnity NoticeIndemnifying Party") describing in reasonable detail ), stating the nature and basis of the claim and the amount thereof, to the extent known. Failure of the Indemnified Party to give such claim; provided, however, that any delay or failure to notify the indemnitor of any claim notice shall not relieve it the Indemnifying Party from any liability on account of this indemnification, except to the extent that the indemnitor demonstrates that Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of any such notice of claim to give written notice of dispute of the defense claim to the Indemnified Party. If the Indemnified Party does not receive written notice of the dispute within such 30- day period, the amount of such action is materially prejudiced by such delay or failure to notifyLoss shall be conclusively deemed a liability of the Indemnifying Party. In The Indemnifying Party shall have the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention right to assume the defense of such the Indemnified Party against the third party claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after the Indemnified Party has given notice of the third party claim that the Indemnifying Party will indemnify the Indemnified Party from the Losses the Indemnified Party may suffer relating to the third party claim, and (b) the third party claim involves only money damages and does not seek an injunction or other equitable relief. If So long as the indemnitor shall assume Indemnifying Party is conducting the defense of the third party claim, (a) the indemnitor shall have Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend defense of the indemniteethird party claim, (Bb) the Indemnified Party will not consent to take all other required steps the entry of any judgment or proceedings enter into any settlement with respect to settle or defend any such claimsthe third party claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Cc) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available Indemnifying Party will not consent to the indemnitee which are different from entry of any judgment or in addition to those available enter into any settlement with respect to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such third party claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to without the prior written consent of the indemnitorIndemnified Party (not to be withheld unreasonably). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within (a) In the case of any claim for indemnification arising from a claim of a third party (each a “Third-Party Claim”), the Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand for which such Indemnified Party has knowledge and as to which it may request indemnification hereunder (provided that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is actually prejudiced thereby). Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail and shall indicate the estimated amount of the Losses that has been or may be sustained by the Indemnified Party, in each case, to the extent reasonably practicable. Subject to the limitations set forth in this Section 8.05, the Indemnifying Party shall have the right to defend and to direct the defense against any such Third-Party Claim (including appointing reputable counsel reasonably acceptable to the Indemnified Party to lead counsel in connection with such defense) at the Indemnifying Party’s expense, if within twenty (20) days after of the assertion by Indemnifying Party’s receipt of a notice of a Third-Party Claim, the Indemnifying Party certifies to the Indemnified Party in writing that such Indemnifying Party shall be responsible for all Losses (without a reservation of rights) relating to such Third-Party Claim, whether or not otherwise required hereunder. In any third party of such event, the Indemnified Party shall cooperate in good faith in such defense. With respect to any claim against any indemnitee thatin which the Indemnified Party is a Purchaser Indemnified Party, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would Indemnifying Party shall not be entitled to assume or continue (as applicable) control of such defense (unless agreed to in writing by the Indemnified Party), and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if (i) the Third-Party Claim for indemnification pursuant relates to this Agreementor arises in connection with any criminal or quasi-criminal Action or any Action involving a Governmental Entity, such indemnitee shall deliver (ii) an adverse determination with respect to the indemnitor Third-Party Claim giving rise to such claim for indemnification would reasonably be expected to have a written notice material effect on any Purchaser Indemnified Party’s business relations or future business prospects, (iii) the "Indemnity Notice"Third-Party Claim is asserted directly or on behalf of a Person that is or has been a customer, supplier or subcontractor (or any subcontractor of a subcontractor) describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall of the Purchaser Indemnified Parties, (iv) the Third-Party Claim seeks an injunction or equitable relief against any of the Purchaser Indemnified Parties, (v) the Indemnified Party has been advised by counsel that (A) a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party or (B) the Indemnified Party has one or more defenses not relieve it from any liability except available to the extent Indemnifying Party, in each case, with respect to such Third-Party Claim, (vi) the Indemnifying Party fails to prosecute or defend such Third-Party Claim vigorously and diligently, (vii) the Indemnified Party reasonably concludes that the indemnitor demonstrates that the assumption of defense of such action the Third-Party Claim by an Indemnifying Party is materially prejudiced by such delay reasonably likely to cause an Indemnified Party to lose coverage or failure to notify. In have its coverage impaired under the case of third party claimsR&W Insurance Policy, (viii) the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify Indemnified Party or the indemnitee of its intention R&W Insurer is required to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available Third-Party Claim pursuant to the indemnitee which are different from R&W Insurance Policy, or in addition (ix) the Indemnified Party reasonably believes that the Indemnifying Party lacks the financial resources to those available satisfy all Losses relating to the indemnitor, Third-Party Claim. In the indemnitee shall have event that the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume Indemnifying Party assumes the defense of any such claim or litigation resulting therefromThird-Party Claim, the indemnitee may defend against Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; providedThird-Party Claim with counsel selected by it, however, that any such settlement shall be subject to the prior consent of Indemnifying Party’s right to control the indemnitor, which consent defense thereof; provided that the Indemnifying Party shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages responsible for reasonable fees and expenses incurred by the indemnitee shall be made by Indemnified Party prior to the indemnitor within ten (10) days after receipt of date the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity Indemnifying Party assumes control of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdefense.

Procedures for Third Party Claims. Within twenty (20a) days after If any Indemnitee receives written notice of the assertion by any third party of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement (a "Third Party Claim") against or affecting such Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) then a party could be obligated to provide indemnification under this Agreement as a result of or in connection with such claim, action or proceeding, such Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any indemnitee that, in the judgment event no later than thirty (30) calendar days after receipt of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail of such claimThird Party Claim; provided, however, that any delay or failure to notify the indemnitor of any claim give notice as provided in this paragraph (a) shall not relieve it from any liability the Indemnifying Party of its indemnification obligations under this Article X except to the extent that the indemnitor demonstrates that the defense of such action Indemnifying Party is materially actually prejudiced by such delay or failure failure. Said written notice to notify. In the case of third party claims, Indemnifying Party shall set forth the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense basis of the claim, the indemnitor shall have the right Third Party Claim in reasonable detail and obligation (A) include copies of all pertinent correspondence relating to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwiseThird Party Claim. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall The Indemnifying Party will have the right to employ assume and control the defense of any Third Party Claim at such Indemnifying Party's sole expense and by such Indemnifying Party's own counsel (which counsel must be reasonably satisfactory to the Indemnitee), by giving written notice to the Indemnitee (the "Notice to Defend") no later than thirty (30) calendar days after receipt of the above-described notice of such Third Party Claim. The Indemnitee also will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own counsel in such actionchoosing, and, in such event, the but all fees and expenses of such counsel shall be borne paid by the indemnitorIndemnitee. The Indemnifying Party and the Indemnitee will cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to such defense (but not to the extent that would require waiver of any privilege). The Indemnifying Party and the Indemnitee agree to keep each other apprised of any material developments with respect to any Third Party Claim as such developments become known. If the indemnitor shall Indemnitee does not assume receive from the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject Indemnifying Party a Notice to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination Defend with respect to a third party claimThird Party Claim or a written notice of objection to the claim for indemnification specifying in reasonable detail the basis for the objection within the thirty (30) day period described above, the indemnitor shall pay Indemnitee may, at its option, elect to solely defend the Third Party Claim assisted by counsel of its own choosing, and the Indemnifying Party will be liable for all reasonable costs and expenses, and all settlement amounts (subject to and in accordance with paragraph (c) below of this Section 10.3) or other liabilities, losses, damages and injuries paid or incurred in connection therewith to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to extent such claim signed by all of the parties thereto is or their attorneys, (D) a written acknowledgment of the indemnitor that he, she would have been indemnifiable under this Agreement if such claim is or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partieshad been proved.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "THIRD PARTY CLAIM"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand that such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee such Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such Third Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel employed at its own expense; PROVIDED, HOWEVER, that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor case of any claim Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that is settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnifying Party.

Procedures for Third Party Claims. Within twenty (20a) days after In the assertion by case of any Claim for indemnification arising from a Claim of a third party against an Indemnified Party arising under paragraph 8.2(a) or 8.2(b) as the case may be (a "THIRD-PARTY CLAIM"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim against any indemnitee thatClaim or demand of which such Indemnified Party has knowledge, in and as to which it may request indemnification hereunder, specifying (to the judgment extent known) the amount of such indemniteeClaim and any relevant facts and circumstances relating thereto; PROVIDED, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, howeverHOWEVER, that any delay or failure to notify give such prompt notice or to provide any such facts and circumstances will not waive any rights of the indemnitor of any claim shall not relieve it from any liability Indemnified Party, except to the extent that the indemnitor demonstrates rights of the Indemnifying Party are actually materially prejudiced thereby. The Indemnifying Party shall have the right (and, if it elects to exercise such right, to do so by written notice within thirty (30) days after receiving notice from the Indemnified Party) to defend and to direct the defense against any such Third-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, unless (i) the Indemnifying Party shall not have taken any action to defend such Third-Party Claim within such thirty (30) day period, or (ii) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such action is materially prejudiced by Third-Party Claim. Notwithstanding anything in this Agreement to the contrary (other than the last sentence of this Section 8.4(a)), the Indemnified Party, at the expense of the Indemnifying Party (which shall include only reasonable out-of-pocket expenses actually incurred), shall cooperate with the Indemnifying Party and keep the Indemnifying Party fully informed in the defense of such delay or failure Third-Party Claim. The Indemnified Party shall have the right to notify. In participate in the defense of any Third-Party Claim with counsel employed at its own expense; PROVIDED, HOWEVER, that in the case of third party claimsany Third-Party Claim (A) described in clause (ii) above, or (B) as to which the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention Indemnifying Party shall not in fact have 72 employed counsel to assume the defense of such claim. If Third-Party Claim within such thirty-day (30-day) period, or (C) that involves assertion of criminal liability on the indemnitor shall assume Indemnified Party, or (D) seeks to force the defense of Indemnified Party to take (or prevent the claimIndemnified Party from taking) any action, then in each such case the indemnitor Indemnified Party shall have the right and obligation (A) right, but not the obligation, to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend control the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claimsdefense thereof for the account of, and (C) to employ counsel to contest any such claim or liability in at the name of risk of, the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitorIndemnifying Party, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such Indemnified Party's counsel shall be borne at the expense of the Indemnifying Party. Except as provided in the last sentence of Section 8.4(b), the Indemnifying Party shall have no indemnification obligations with respect to any Third-Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment delayed or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesconditioned.

Procedures for Third Party Claims. Within twenty With respect to a Claim, the indemnified Party (20“Indemnified Party”) days after shall promptly notify the assertion by any third party indemnifying Party (“Indemnifying Party”) of any claim against Claim with respect in which the Indemnified Party is seeking indemnification under this Section (provided, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieved the Indemnifying Party of any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to liability or obligation under this Agreement, such indemnitee shall deliver Agreement except to the indemnitor a written notice (extent the "Indemnity Notice") describing in reasonable detail such claim; Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency), and the Indemnifying Party shall have the right to assume full control over the defense and settlement thereof provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee an Indemnified Party shall have the right to employ retain its own counsel and to participate in such actionthe defense thereof, and, in such event, with the fees and expenses of such counsel shall to be borne paid by the indemnitor. If Indemnified Party unless the indemnitor shall Indemnifying Party does not assume the defense defense. The Indemnifying Party shall not be liable for the indemnification of any such claim Claim settled (or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject resolved by consent to the prior entry of judgment) without the written consent of the indemnitor, Indemnifying Party. The Indemnifying Party shall obtain the prior written consent (which consent shall not be unreasonably withheld. Within ten withheld or delayed) of the Indemnified Party before entering into any settlement of (10) days after final determination with respect to a third party claim, the indemnitor shall pay or resolving by consent to the indemnitee entry of judgment upon) such Claim unless (i) there is no finding or admission of any violation of law or any violation of the Costs incurred rights of any person by indemnitee in respect an Indemnified Party, no requirement that the Indemnified Party admit negligence, fault or culpability, and no adverse effect on any of which indemnity the claims that may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by or against the indemnitor within ten Indemnified Party, and (10ii) days after receipt of the Indemnity Notice sole relief provided is monetary damages that are paid in full by indemnitorthe Indemnifying Party and such settlement does not require the Indemnified Party to take (or refrain from taking) any action. A final determination of a disputed claim as to damages The Indemnified Party, and its employees and agents, shall be (A) a judgment cooperate fully with the Indemnifying Party and its legal representatives in the investigation of any court determining Claim. Regardless of who control the validity of a disputed claimdefense, if no appeal is pending from such judgment or if each Party hereto shall reasonably cooperate in the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement defense as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall may be acceptable to the partiesrequested.

Procedures for Third Party Claims. Within twenty In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party arising from a claim of a third party (20a “Third-Party Claim”), the Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable after receipt by such Indemnified Party of notice of the Third-Party Claim; provided that failure or delay to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure. The Indemnifying Party shall be entitled to participate in the defense of the Third-Party Claim and, if it elects, to assume the defense thereof with counsel selected by the Indemnifying Party, in each case, at its own expense with regard to fees, costs, and expenses associated with such defense, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the assertion by any third party Indemnified Party has given notice of any claim the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against any indemnitee thatDamages the Indemnified Party may suffer resulting from, arising out of, relating to, in the judgment of such indemniteenature of, may result in or caused by the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this AgreementThird-Party Claim, such indemnitee shall deliver (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the indemnitor a written notice Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the "Indemnity Notice"Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iv) describing the Third-Party Claim does not relate to or arise in reasonable detail such claimconnection with any criminal proceeding, action, indictment, allegation or investigation; provided, however, that any delay or failure with respect to notify indemnification for the indemnitor benefit of the Parent Indemnified Parties, the right of any claim shall not relieve it from any liability except Securityholder Indemnifying Party to the extent that the indemnitor demonstrates that participate in or control the defense of such action is materially prejudiced by such delay or failure to notifya Third-Party Claim shall not apply after the Deductible Amount and the Indemnification Escrow Funds are exhausted. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention Should an Indemnifying Party elect to assume the defense of such claima Third-Party Claim, the Indemnifying Party shall not be liable for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the indemnitor shall assume the defense of the claimIndemnifying Party assumes such defense, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne employed by the indemnitor. If Indemnifying Party, it being understood, however, that the indemnitor Indemnifying Party shall not assume the defense of any control such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriatedefense; provided, however, that any if there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party 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 in each jurisdiction for which the Indemnified Party determines counsel is necessary), reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party, provided that the Indemnified Party will contest such settlement Third-Party Claims in good faith. Subject to the limitations set forth in this ARTICLE X, the Indemnifying Party shall be subject liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has elected not to assume the defense thereof. If the Indemnifying Party elects to defend a Third-Party Claim, each Party shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third- Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (i) there is no finding or admission of any violation of Law by the Indemnified Party and no effect on any other claims that may be made against such Indemnified Party or its Affiliates and (ii) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim. No Indemnified Party shall settle or compromise any Third-Party Claim without the express prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect , conditioned or delayed unless the Indemnified Party waives its rights to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute indemnification hereunder with respect to such claim signed by all Third-Party Claim; provided that it shall be reasonable for the Indemnifying Party to withhold any such consent if such settlement or compromise affects any claims that are then pending or threatened, or may be made, against such Indemnifying Party. Notwithstanding anything herein to the contrary, Parent and the Surviving Company shall have the right to control the defense, compromise and settlement of the parties thereto Special Litigation. No compromise or their attorneys, (D) a written acknowledgment settlement of the indemnitor that he, she or it no longer disputes the validity of such claim, or Special Litigation (Ea “Special Litigation Settlement”) such other evidence of final determination of a disputed claim as shall be acceptable binding on the Securityholders for purposes of their indemnification obligations under this Article X without the Sellers’ Representative’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided that if Sellers’ Representative does not so consent (regardless of whether it does so reasonably or unreasonably), then the Damages payable by the Securityholders pursuant to Section 10.02(a)(vi) with respect to the partiesSpecial Litigation Settlement shall be determined by the mutual agreement of Parent and the Sellers’ Representative after negotiations in good faith or, failing such agreement, pursuant to arbitration in accordance with Section 11.16. Notwithstanding the foregoing, if the aggregate amount of the cash payments to be made by Parent or the Surviving Company as part of the Special Litigation Settlement is greater than 200% of the aggregate amount of Indemnity Escrow Funds that will be released to pay the Special Litigation Settlement pursuant to this Article X, then the Special Litigation Settlement shall be binding on, and indemnifiable by, the Securityholders for all purposes of this Article X even if consent of the Sellers’ Representative is not obtained. For the avoidance of doubt, none of the Securityholders or the Sellers’ Representative shall have any right to prevent or inhibit Parent or the Surviving Company from defending, compromising or settling the Special Litigation.

Procedures for Third Party Claims. Within twenty (20Other than Under Section 13.01(a)). If a third-party claim is made against a Shareholder Indemnitee or a Buyer Indemnitee, and if such indemnitee believes that such claim could give rise to a right of indemnification, then such Shareholder Indemnitee or Buyer Indemnitee (an "Indemnitee") days after shall give written notice to the assertion by any third party of any claim against any indemnitee that, in the judgment obligated to provide indemnification hereunder (an "Indemnifying Party") of such indemniteeclaim, may result in which notice shall provide a reasonable description of the incurrence by such indemnitee details of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, as soon as reasonably practicable after such Indemnitee has received notice thereof (provided that any delay or failure to notify the indemnitor of any claim give timely notice shall not relieve it from any liability limit the indemnification obligations of the Indemnifying Party hereunder except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay in giving, or failure to notifygive, such notice has actually and materially prejudiced the ability of the Indemnifying Party to defend against the claim). In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of The Indemnifying Party shall defend such claim, notify at the indemnitee Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to such Indemnitee, provided that an Indemnitee shall at all times also have the right to fully participate in the defense at its own expense (and may retain its own counsel at the expense of its intention the Indemnifying Party if it shall determine that representation of it and the Indemnifying Party by the same counsel would present a conflict). If the Indemnifying Party shall fail to affirmatively assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within at least ten (10) business days after final determination with respect prior to the date as of which the initial response to such claim is due, or if the Indemnifying Party shall not diligently pursue such a defense, such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim on behalf, for the account, and at the risk and expense (including without limitation the payment of the reasonable attorneys' fees of such Indemnitee regardless of whether the Indemnitee prevails against the third party claim), the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitorIndemnifying Party. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining If the validity of a disputed claim, if no appeal is pending from such judgment or if Indemnifying Party assumes the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity defense of such claim, the obligation of the Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not consent to the entry of any judgment or settle or compromise any third-party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the Indemnifying Party unless it shall have given such Indemnitee not less than fifteen (E15) days prior written notice of the proposed consent, settlement or compromise, and afforded such other evidence Indemnitee an opportunity to consult with the Indemnifying Party regarding the proposed consent, settlement or compromise, and shall not consent to the entry of final determination any judgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a disputed proposed consent, settlement or compromise; in determining whether to give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof the giving by the claimant to such Indemnitee of a release from all liability in respect of such claim as shall be acceptable to except the partiesliability satisfied by the Indemnifying Party.

Procedures for Third Party Claims. Within In the case of any claim for indemnification arising from a claim of a third party (a “Third Party Claim”), an Indemnified Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if they elect to exercise such right, to do so within twenty (20) days after receiving such notice from the assertion Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only to the extent the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against the full amount of any Damages resulting from such Third Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have taken any action to defend such third party claim within such twenty (20) day period; (ii) such claim or demand seeks an Order, injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimor demand with counsel employed at its own expense; provided, however, that any delay or failure to notify that, in the indemnitor case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimclaim or demand, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne by at the indemnitorexpense of the Indemnifying Party. If the indemnitor The Indemnifying Party shall not assume the defense of have no indemnification obligations with respect to any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement demand which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld. Within ten (10) days after final determination and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable parties. Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within 48 hours of receipt of a third party claimwritten notice from the Indemnifying Party containing the terms and condition of such settlement, the indemnitor Indemnified Party shall pay be deemed to have consented to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiessettlement.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party except where (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party and it is reasonably necessary for the Indemnified Party to utilize its own counsel either due to time demands or the mature of the relief sought, or (ii) counsel for the Indemnified Party shall have reasonably concluded that there is an actual conflict of interest arising from the counsel chosen by the Indemnifying Party representing the Indemnified Party in the conduct of the defense of such Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify that, in the indemnitor case of any claim Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not relieve it from any liability except in fact have employed counsel to assume the extent that the indemnitor demonstrates that the timely defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimsThird Party Claim, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense reasonable fees and disbursements of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such Indemnified Party's counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty In the event that an Indemnified Party determines that it has a claim for Losses against an Indemnifying Party arising from a claim of a third party (20a “Third-Party Claim”), the Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable after receipt by such Indemnified Party of notice of the Third-Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except (x) days to the extent the Indemnifying Party shall have been prejudiced as a result of such failure and (y) no indemnification shall be available under this Article 9 with respect to a claim made after the assertion by any third party of any claim against any indemnitee thatapplicable Expiration Date. Thereafter, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee Indemnified Party shall deliver to the indemnitor Indemnifying Party from time to time, promptly, upon becoming aware of any facts or circumstances that would reasonably be expected to give rise to, or be in furtherance of, a claim for indemnification hereunder, written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except thereof to the extent that Indemnifying Party, specifying the indemnitor demonstrates that the defense amount of such action is materially prejudiced by such delay or failure to notify. In claim and the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice nature and basis of such claim, notify and provide copies of all notices and documents (including court papers) received by the indemnitee Indemnified Party relating to the Third-Party Claim. The Indemnifying Party shall be entitled to participate in the defense of the Third-Party Claim and, if it elects and acknowledges in writing to satisfy its intention indemnification obligations hereunder with respect to such claim, subject to the limitations in this Article 9, to assume the defense thereof with counsel selected by the Indemnifying Party. Should an Indemnifying Party elect to assume the defense of such claima Third-Party Claim, the Indemnifying Party shall not be liable for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the indemnitor shall assume the defense of the claimIndemnifying Party assumes such defense, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne employed by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefromIndemnifying Party, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; providedbeing understood, however, that the Indemnifying Party shall control such defense. If the Indemnifying Party elects to defend a Third-Party Claim, each party shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided that no such settlement consent shall be subject required if (i) there is no finding or admission of any violation of Law by the Indemnified Party and no effect on any other claims that may be made against such Indemnified Party or its Affiliates and (ii) each Indemnified Party that is party to such Third-Party Claim is NAI-1502700397v12 fully and unconditionally released from liability with respect to such claim. No Indemnified Party shall settle or compromise any Third Party Claim without the express prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

Procedures for Third Party Claims. Within twenty (20a) days after In the assertion event any claim or demand for which any Seller Indemnified Party or Purchaser Indemnified Party (the “Indemnified Party”) may have Liability is or may be asserted against, or sought to be collected from, any Indemnified Party by any a third party of any claim against any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs (a “Third-Party Claim”) and for which such indemnitee would Indemnified Party may seek indemnity under this ARTICLE IX such Indemnified Party shall promptly deliver a Claim Notice in accordance with Section 9.6 to the Party responsible for indemnification (such responsible Party, the “Indemnifying Party”) describing such Third-Party Claim; provided, however, when the Indemnifying Party is a Seller or Member, such Claim Notice only need be entitled given to indemnification the Agent. A failure by the Indemnified Party to give a Claim Notice and to tender the conduct or defense of the action or suit in a timely manner pursuant to this AgreementSection 9.5(a) shall not limit the obligation of the Indemnifying Party under this ARTICLE IX, such indemnitee shall deliver except (i) to the indemnitor extent such Indemnifying Party is actually and materially prejudiced by failure to give such Claim Notice, or (ii) to the extent the Claim Notice has not been given pursuant to this Section 9.5(a) prior to the expiration or termination of the applicable survival period provided in Section 9.3 (in which case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party hereunder). Subject to the other provisions of this Section 9.5, the Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days as set forth in the Claim Notice as may be required by court Proceeding in the event of a written notice litigated matter) after receipt of the Claim Notice (the "Indemnity Notice"“Notice Period”) describing in reasonable detail to notify the Indemnified Party that it desires to defend the Indemnified Party against such claimThird-Party Claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to Indemnifying Party may only assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a nonThird-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or Party Claim if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) Indemnifying Party agrees in a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be writing acceptable to the partiesIndemnified Party that it accepts full and unconditional liability for the indemnification thereof under this Agreement.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party arising from a claim of a third party (a “Third-Party Claim”), the Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail, of any claim against any indemnitee thatthe Third-Party Claim as promptly as reasonably practicable after receipt by such Indemnified Party of notice of the Third-Party Claim; provided, in that failure to give such notification on a timely basis shall not affect the judgment indemnification provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such indemniteefailure. Thereafter, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee Indemnified Party shall deliver to the indemnitor a written notice Indemnifying Party from time to time, promptly, but in any event within five (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (105) days of receipt becoming aware of any facts or circumstances that would reasonably be expected to give rise to, or be in furtherance of, a claim for indemnification hereunder, written notice thereof to the Indemnifying Party, specifying the amount of such claim, notify the indemnitee nature and basis of its intention such claim and all relevant facts and circumstances relating thereto, including 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 to participate in the defense of the Third-Party Claim and, if it elects, to assume the defense thereof with counsel selected by the Indemnifying Party. Should an Indemnifying Party elect to assume the defense of such claima Third-Party Claim, the Indemnifying Party shall not be liable for legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the indemnitor shall assume the defense of the claimIndemnifying Party assumes such defense, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel in employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such action, and, in such eventdefense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim if (i) the Third-Party Claim relates to or arises in connection with any criminal Action or allegations, (ii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iii) the Indemnifying Party has failed or is failing to prosecute or defend the Third-Party Claim vigorously; (iv) the estimated potential Damages (as reasonably determined by the Indemnified Party) would exceed the applicable Indemnity Cap(s) or (v) such claim involves a Governmental Authority or any customer of Voyage Holdings or its Subsidiaries set forth on Schedule 3.22. Subject to the limitations set forth in this Article XI, the Indemnifying Party shall be liable for the reasonable fees and expenses of such counsel shall be borne employed by the indemnitorIndemnified Party for any period during which the Indemnifying Party has elected not to assume the defense thereof. If the indemnitor Indemnifying Party elects to defend a Third-Party Claim, each Party shall not assume reasonably cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any such claim material provided hereunder. No compromise or litigation resulting therefrom, settlement of any Third-Party Claim may be effected by the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and Indemnifying Party without the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitorIndemnified Party’s consent, which consent shall not be unreasonably withheld. Within ten , conditioned or delayed; provided that no such consent shall be required if (10a) days after final determination with respect there is no finding or admission of any violation of Law by the Indemnified Party or of fault, culpability or failure to a third party claim, act by or on behalf of the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity Indemnified Party and no effect on any other claims that may be sought pursuant to this Section 6.5. In made against such Indemnified Party or its Affiliates, (b) the case of a non-third party claim, payment of sole relief is monetary damages incurred that are paid in full by the indemnitee shall be made by the indemnitor within ten Indemnifying Party and (10c) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as each Indemnified Party that is party to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal such Third-Party Claim is pending fully and unconditionally released from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute Liability with respect to such claim signed by all claim. No Indemnified Party shall settle or compromise any Third-Party Claim without the express prior written consent of the parties thereto Indemnifying Party, which consent shall not be unreasonably withheld; provided that it shall be reasonable for the Indemnifying Party to withhold any such consent if such settlement or their attorneys, (D) a written acknowledgment of compromise creates any Liability or obligation on the indemnitor that he, she or it no longer disputes the validity part of such claimIndemnifying Party or otherwise affects any claims that are then pending or threatened, or (E) may be made, against such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnifying Party.

Procedures for Third Party Claims. Within twenty (20) days Promptly after the assertion receipt by a Purchaser Indemnitee or a Seller Indemnitee (either, an "Indemnified Party") of a notice of any claim, action, suit or proceeding by any third party of any claim against any indemnitee thatthat may be subject to indemnification hereunder, in the judgment such Indemnified Party shall give written notice of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver claim to the indemnitor a written notice indemnifying party (the "Indemnity NoticeIndemnifying Party") describing in reasonable detail ), stating the nature and basis of the claim and the amount thereof, to the extent known. Failure of the Indemnified Party to give such claim; provided, however, that any delay or failure to notify the indemnitor of any claim notice shall not relieve it the Indemnifying Party from any liability on account of this indemnification, except to the extent that the indemnitor demonstrates that Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of any such notice of claim to give written notice of dispute of the defense claim to the Indemnified Party. If the Indemnified Party does not receive written notice of the dispute within such 30- day period, the amount of such action is materially prejudiced by such delay or failure to notifyLoss shall be conclusively deemed a liability of the Indemnifying Party. In The Indemnifying Party shall have the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention right to assume the defense of such the Indemnified Party against the third party claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after the Indemnified Party has given notice of the third party claim that the Indemnifying Party will indemnify the Indemnified Party from the Losses the Indemnified Party may suffer relating to the third party claim, and (b) the third party claim involves only money damages and does not seek an injunction or other equitable relief. If So long as the indemnitor shall assume Indemnifying Party is conducting the defense of the third party claim, (a) the indemnitor shall have Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend defense of the indemniteethird party claim, (Bb) the Indemnified Party will not consent to take all other required steps the entry of any judgment or proceedings enter into any settlement with respect to settle or defend any such claimsthe third party claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Cc) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available Indemnifying Party will not consent to the indemnitee which are different from entry of any judgment or in addition to those available enter into any settlement with respect to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such third party claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to without the prior written consent of the indemnitorIndemnified Party (not to be withheld unreasonably). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party, including without limitation a claim for Taxes (a “Third Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party and it is reasonably necessary for the Indemnified Party to utilize its own counsel either due to time demands or the nature of the relief sought, or (ii) the Indemnified Party shall have reasonably concluded that there is an actual conflict of interest arising from the counsel chosen by the Indemnifying Party to represent the Indemnified Party in the conduct of the defense of such Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity No Third Party Claim may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred settled by the indemnitee shall be made by Indemnifying Party without the indemnitor within ten (10) days after receipt prior written consent of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages Indemnified Party, unless such settlement shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) include an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination unconditional release of the dispute with respect to such claim signed by Indemnified Party from any and all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity Liabilities arising out of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

Procedures for Third Party Claims. Within twenty (20a) days after In the event that subsequent to the Closing any Purchaser Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) receives notice of the assertion by any third party of any claim against or of the commencement of any indemnitee that, in the judgment of such indemnitee, may result in the incurrence action or proceeding by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant any Person who is not a party to this AgreementAgreement or an affiliate of a party to this Agreement (including to any federal, state or local domestic or foreign governmental authority) (a “Third Party Claim”) against such indemnitee Indemnified Party, with respect to which a party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall deliver give written notice to the indemnitor a written notice Indemnifying Party as promptly as practicable, and in no event later than ten (the "Indemnity Notice"10) describing in reasonable detail days, after learning of such claim; provided, however, that any delay or the failure of a party to notify the indemnitor of any claim provide timely notice hereunder shall not relieve it from any liability except to preclude its claim for indemnification under this Agreement unless the extent that the indemnitor demonstrates that the defense Indemnifying Party is prejudiced as a result of such action is materially prejudiced by such delay or failure delay. Subject to notify. In the case of third party claimsSection 11.4(e), the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor Indemnifying Party shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemniteeright, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available upon written notice to the indemnitee which are different from or in addition to those available to Indemnified Party (the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10“Defense Notice”) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt from the Indemnified Party of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary, in the name of the Indemnified Party, with full reservation of rights hereunder; provided that the Indemnifying Party acknowledges in writing its indemnification obligations under this Agreement, subject to any limitations, rights and defenses available under this Agreement; provided, further, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within five (E5) such other evidence of final determination of a disputed claim as days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be acceptable subject again to the parties.Indemnified Party’s approval as provided in this Section 11.4

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. Notwithstanding the provisions of this Section 8.3, the Indemnifying Party's and its Affiliates' aggregate liability for any such Third Party Claim shall in any event be limited to the amount set forth in Section 8.4 of this Agreement. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20a) days Promptly after the assertion receipt by any Indemnified Party of a notice of any claim, action, suit or proceeding by any third party of any claim against any indemnitee thatthat may be subject to indemnification hereunder, in the judgment such Indemnified Party shall give written notice of such indemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver claim to the indemnitor a written notice indemnifying party hereunder (the "Indemnity NoticeIndemnifying Party") describing in reasonable detail ), ------------------ stating the nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim and the basis for indemnification sought. Failure of the Indemnified Party to give such claim; provided, however, that any delay or failure to notify the indemnitor of any claim notice shall not relieve it the Indemnifying Party from any liability on account of this indemnification, except if and to the extent that the indemnitor demonstrates that Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall have the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention right to assume the defense of such the Indemnified Party against the third party claim. If So long as the indemnitor shall assume Indemnifying Party has assumed the defense of the third party claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, it being understood the indemnitor Indemnifying Party shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take pay all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees costs and expenses of counsel for the Indemnified Party for all periods prior to such counsel shall be borne by time as the indemnitor. If Indemnifying Party has notified the indemnitor shall not assume Indemnified Party that it has assumed the defense of such third party claim, (ii) the Indemnified Party shall not file any such claim papers or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject consent to the entry of any judgment or enter into any settlement with respect to the third party claim without prior written consent of the indemnitorIndemnifying Party (not to be unreasonably withheld or delayed) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days Promptly after the assertion by any third party of any claim against any indemnitee party entitled to be indemnified under this Article VIII (the "Indemnitee") that, in the judgment of such indemniteeIndemnitee, may result in the incurrence by such indemnitee Indemnitee of Costs Losses for which such indemnitee Indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee Indemnitee shall deliver to the indemnitor other party or parties who has indemnified such Losses hereunder ("Indemnitor") a written notice (the "Indemnity Notice") describing in reasonable detail such claim; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall Such Indemnitor may participate in and, at its option upon acknowledgment of Indemnitee's right to indemnification for such matter, assume the defense of the Indemnitee against such claim, including the indemnitor employment of counsel, who shall have the right and obligation (A) be reasonably satisfactory to conduct such Indemnitee. In such case, any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee Indemnitee shall have the right to employ its own separate counsel in any such actionaction or claim and to participate in the defense thereof, and, in such event, but the fees and expenses of such counsel shall not be borne at the expense of the Indemnitor unless (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the indemnitor. If Indemnitee of the indemnitor shall not existence of such claim as provided in the preceding sentence, to assume the defense of the such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnitor or (iii) the named parties to any such claim action (including impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by such counsel that there may be conflicting interests between Indemnitee and the Indemnitor in the legal defense thereof. No Indemnitor shall be liable to indemnify any Indemnitee for any compromise or litigation resulting therefrom, the indemnitee may defend against settlement of any such action or claim or litigation in such manner as it may deem appropriate and effected without the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesIndemnitor.

Procedures for Third Party Claims. Within twenty (20) days after The obligations and liabilities of an INDEMNIFYING PARTY under this Article X with respect to LOSSES arising from THIRD PARTY CLAIMS shall be governed by and contingent upon the assertion by any third party of any claim following additional terms and conditions: If the INDEMNIFYING PARTY acknowledges in writing its obligation to indemnify the INDEMNIFIED PARTY hereunder against any indemnitee thatLOSSES that may result from such THIRD PARTY CLAIM, then the INDEMNIFYING PARTY shall be entitled to assume and control the defense of such THIRD PARTY CLAIM at its expense and through counsel of its choice if it 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 however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of such indemniteethe INDEMNIFIED PARTY for the same counsel to represent both the INDEMNIFIED PARTY and the INDEMNIFYING PARTY, may result in then the incurrence by such indemnitee of Costs for which such indemnitee would INDEMNIFIED PARTY shall be entitled to indemnification pursuant retain its own counsel in each jurisdiction for which the INDEMNIFIED PARTY determines counsel is required, at the expense of the INDEMNIFYING PARTY (provided that the INDEMNIFYING PARTY shall not be responsible for the fees and expenses of more than one counsel for all INDEMNIFIED PARTIES). In the event the INDEMNIFYING PARTY exercises the right to this Agreementundertake any such defense against any such THIRD PARTY CLAIM as provided above, the INDEMNIFIED PARTY shall cooperate, and shall use its best efforts to cause its affiliates, officers, directors, employees and agents to cooperate, with the INDEMNIFYING PARTY in such indemnitee shall deliver defense and make available to the indemnitor a INDEMNIFYING PARTY, at 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, and shall use its best efforts to cause its affiliates, officers, directors, employees and agents to make available to the INDEMNIFYING PARTY, at the INDEMNIFYING PARTY’s expense, all witnesses, pertinent records, materials and information the possession or under the control of any of them, relating thereto as is reasonably required by the INDEMNIFYING PARTY. Similarly, in the event the INDEMNIFIED PARTY is conducting the defense against any such THIRD PARTY CLAIM, the INDEMNIFYING PARTY shall cooperate, and shall use its best efforts to cause its affiliates, officers, directors, employees and agents to cooperate, with the INDEMNIFIED PARTY in such defense and make available to the INDEMNIFIED PARTY, at the INDEMNIFYING PARTY’s expense, all such witnesses, records, materials and information in the INDEMNIFYING PARTY’s possession or under the INDEMNIFYING PARTY’s control, and shall use its best efforts to cause its affiliates, officers, directors, employees and agents to make available to the INDEMNIFIED PARTY, at the INDEMNIFYING PARTY’s expense, all witnesses, records, materials and information in the possession or under the control of any of them, relating thereto as is reasonably required by the INDEMNIFIED PARTY. No such THIRD PARTY CLAIM may be settled by the INDEMNIFYING PARTY without the prior written notice (consent of the "Indemnity Notice") describing in reasonable detail such claimINDEMNIFIED PARTY; provided, however, that any delay or failure if the INDEMNIFIED PARTY does not consent to notify such a settlement and such settlement involves solely monetary damages, then in no event may the indemnitor of any claim shall not relieve it from any INDEMNIFYING PARTY’s liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify the indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the prior consent of the indemnitor, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute INDEMNIFIED PARTY with respect to such claim signed by all THIRD PARTY CLAIM exceed the amount of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesproposed settlement.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim for indemnification arising from a claim of a third party (a "Third Party Claim"), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand which such Indemnified Party has knowledge and as to which it may request indemnification hereunder. The Indemnifying Party shall have the right to defend and to direct the defense against any indemnitee thatsuch Third Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party unless (i) such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the judgment defense of such indemnitee, may result Third Party Claim. The Indemnified Party shall have the right to participate in the incurrence by such indemnitee defense of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the indemnitor a written notice (the "Indemnity Notice") describing in reasonable detail such claimany Third Party Claim with counsel employed at its own expense; provided, however, that any delay or failure to notify the indemnitor of any claim shall not relieve it from any liability except to the extent that the indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In that, in the case of third party claims, any Third Party Claim described in clause (i) or (ii) of the indemnitor shall, within ten (10) days of receipt of notice of such claim, notify second preceding sentence or as to which the indemnitee of its intention Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such Third Party Claim which shall be settled by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment withheld or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party arising from a claim of a third party of any claim against any indemnitee that(a “Third-Party Claim”), the Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail (including, to the judgment extent reasonably ascertainable, the amount of such indemniteeclaim, may result in the incurrence nature and basis of such claim and the relevant facts and circumstances relating thereto), of the Third-Party Claim as promptly as reasonably practicable after receipt by such indemnitee Indemnified Party of Costs for which notice of the Third-Party Claim; provided that failure or delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party demonstrates that such indemnitee would failure has adversely affected the Indemnifying Party with respect to such claim. The Indemnifying Party shall be entitled to indemnification pursuant to this Agreementparticipate in the defense of the Third-Party Claim and, such indemnitee shall deliver subject to the indemnitor a written notice limitations set forth in this Section 10.06, to assume the defense thereof with counsel selected by the Indemnifying Party, in each case at its expense, so long as (i) the "Indemnity Notice"Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (ii) describing the Third-Party Claim for indemnification does not relate to or arise in reasonable detail connection with any criminal proceeding, action, indictment, allegation or investigation. If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 10.06, the Indemnified Party shall be entitled to participate in the defense of such claimThird-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, however, that any delay that, if there exists a conflict of interest (including the availability of one or failure to notify the indemnitor of any claim shall not relieve it from any liability except more legal defenses to the extent Indemnified Party which are not available to the Indemnifying Party) 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 in each jurisdiction for which the Indemnified Party determines counsel is necessary), reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party, provided that the indemnitor demonstrates that Indemnified Party and such counsel will contest such Third-Party Claims in good faith. Subject to the defense of such action is materially prejudiced by such delay or failure to notify. In the case of third party claimslimitations set forth in this ARTICLE X, the indemnitor shall, within ten (10) days Indemnifying Party shall also be liable for the reasonable fees and expenses of receipt of notice of such claim, notify counsel employed by the indemnitee of its intention Indemnified Party for any period during which the Indemnifying Party has elected not to assume the defense thereof. Each Party shall cooperate, and shall cause their respective Affiliates to cooperate, in the defense or prosecution of such claimThird-Party Claim. If Such cooperation shall include the indemnitor retention and (upon the Indemnifying Party’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall assume not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (i) there is no finding or admission of any violation of Law by the defense of the claim, the indemnitor shall have the right Indemnified Party and obligation (A) to conduct no effect on any proceedings other claims that may be made against such Indemnified Party or negotiations in connection therewith and necessary or appropriate to defend the indemniteeits Affiliates, (Bii) each Indemnified Party that is party to take all such Third-Party Claim is fully and unconditionally released from liability with respect to such claim and (iii) no damages other required steps or proceedings than monetary damages are paid with regard to such Third-Party Claim. No Indemnified Party shall settle or defend compromise any such claims, and (C) to employ counsel to contest any such claim or liability in Third-Party Claim without the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the indemnitor. If the indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be subject to the express prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect , conditioned or delayed, unless the Indemnified Party waives its rights to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute indemnification hereunder with respect to such claim signed by all of Third-Party Claim; provided that it shall be reasonable for the parties thereto Indemnifying Party to withhold any such consent if such settlement or their attorneys, (D) a written acknowledgment of compromise creates any liability or obligation on the indemnitor that he, she or it no longer disputes the validity part of such claimIndemnifying Party or otherwise affects any claims that are then pending or threatened, or may be made, against such Indemnifying Party. Where the provisions of this Section 10.06 conflict with the provisions of Section 7.08(i) (ETax Proceedings), the provisions of Section 7.08(i) such other evidence of final determination of a disputed claim as (Tax Proceedings) shall be acceptable to the partiescontrol.

Procedures for Third Party Claims. Within twenty (20) days after In the assertion by any third party case of any claim against for indemnification arising from a claim of a third party which claim results in a payment to such third party (a “Third-Party Claim”), an Indemnified Party shall give prompt written notice to the Indemnifying Party of any indemnitee that, in the judgment of such indemnitee, may result in the incurrence by such indemnitee of Costs claim or demand for which such indemnitee would be entitled Indemnified Party has knowledge and as to which it may request indemnification pursuant to this Agreementhereunder (provided, such indemnitee that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall deliver relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the indemnitor a written notice (extent, the "Indemnity Notice") describing Indemnifying Party is prejudiced thereby). Except as otherwise provided herein, the Indemnifying Party shall have the right to defend and to direct the defense against any such Third-Party Claim, in reasonable detail such claimits name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, however, that any delay or failure to notify the indemnitor of any claim Indemnifying Party shall not relieve it from any liability except be entitled to assume the defense or control of a Third-Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (a) the Indemnifying Party does not acknowledge to the extent that Indemnified Party in writing its obligations to indemnify the indemnitor demonstrates that the defense Indemnified Party with respect to all elements of such action is materially prejudiced by such delay or failure to notify. In the case of third party claims, the indemnitor shall, claim within ten thirty (1030) days of receipt of written notice of such claimindemnity claim from the Indemnified Party, notify (b) such Third-Party Claim seeks an order, injunction or other equitable relief against the indemnitee Indemnified Party, (c) such Third-Party Claim involves any criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party, or (d) counsel to the Indemnified Party shall have reasonably concluded that (i) there is a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third-Party Claim, or (ii) the Indemnified Party has one or more defenses not available to the Indemnifying Party; provided further, that in the event any Third-Party Claim is brought or asserted which, if decided against the Indemnified Party, would not entitle the Indemnified Party to full indemnity pursuant to this Section 7, for any reason, the Indemnified Party may elect to participate in a joint defense of such Third-Party Claim for which the expenses of such joint defense will be shared equitably by such Parties and the retention of counsel shall be reasonably satisfactory to both Parties. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such Third-Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel employed at its intention own expense; provided, however, that, in the case of any Third-Party Claim described in clause (a), (b) or (c) above or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim. If the indemnitor shall assume the defense of the claimThird-Party Claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or liability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the indemnitee shall have the right to employ its own counsel in such action, and, in such event, the reasonable fees and expenses disbursements of such counsel shall be borne at the expense of the Indemnifying Party. No compromise or settlement of any Third-Party Claim may be effected by the indemnitor. If Indemnifying Party without the indemnitor Indemnified Party’s consent (which shall not assume the defense be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such claim Indemnified Party or litigation resulting therefromits Affiliates, the indemnitee may defend against and (B) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement Third-Party Claim which shall be subject to settled by the Indemnified Party without the prior written consent of the indemnitorIndemnifying Party, which consent shall not be unreasonably withheld. Within ten (10) days after final determination with respect to a third party claim, the indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in respect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment conditioned or if the time to appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (D) a written acknowledgment of the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a disputed claim as shall be acceptable to the partiesdelayed.