Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

Procedures Relating to Indemnification. (a) Any A party seeking indemnification under Section 6.01 pursuant to this Article 8 (an “"Indemnified Party”") shall promptly give prompt written notice to the Party party from whom such indemnification is being sought (an “the "Indemnifying Party”") notice of the assertion of any matter claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding of which such Indemnified Party it has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, knowledge and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release indemnity may be sought hereunder (a "Third Party Claim"), and will give the Indemnifying Party from such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any of its obligations under this Article VI except liability hereunder only to the extent that the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby. With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party that does not involve a relating to such Third Party Claim, if the . The Indemnifying Party does not notify shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days from its after receipt of the notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder, to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages using counsel reasonably satisfactory to the Indemnified Party; provided, that (A) the Indemnifying Party disputes expressly agrees in such claimnotice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have accepted and agreed with such claimsatisfied the condition set forth in clause (C) of the preceding sentence if it is a regulated utility. If Should the Indemnifying Party has disputed elect to assume the defense of a claim for indemnification (including any Third Party Claim)Claim pursuant to this Section 8.6, the Indemnifying Party and will not be liable to the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and for legal expenses subsequently incurred by the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of connection with the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02defense thereof.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

Procedures Relating to Indemnification. In order for a Person (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this IP License Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party from whom indemnification is being sought (an a “Indemnifying PartyThird Party Claim”) notice of any matter which ), such Indemnified Party has determined has given or would must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably be expected possible after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to give rise to such notification on a right of indemnification under this Agreement stating in reasonable detail the factual timely basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the Indemnified Party shall deliver to any recovery or indemnification sought the indemnifying party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court filings and related papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party from therefore, to assume the Indemnifying defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the Indemnified Party that does not involve and to settle such suit, action, claim or proceeding in its discretion with a full release of the Indemnified Party and no admission of criminal liability. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the indemnifying party shall continue to be entitled to assert any limitation on its indemnification responsibility contained in Section 11. Should the indemnifying party so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does indemnifying party shall not notify be liable to the Indemnified Party within thirty (30) days from its receipt of the notice from for legal expenses subsequently incurred by the Indemnified Party that in connection with the Indemnifying defense thereof unless the indemnifying party has substantially and materially failed to defend, contest or otherwise protest in a timely manner against Third Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimClaims. If the Indemnifying indemnifying party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has disputed a claim for indemnification (including not assumed the defense thereof. If the indemnifying party chooses to defend any Third Party Claim), all the Indemnifying parties hereto 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 to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Partyadmit any liability with respect to, or settle, compromise or discharge, such dispute Third Party Claim without the indemnifying party’s prior written consent, which consent shall not be resolved by arbitration pursuant to Section 7.02unreasonably withheld, unreasonably delayed or unreasonably conditioned.

Procedures Relating to Indemnification. In order for any Party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification from the other Party from whom indemnification is being sought (an the “Indemnifying Party”) notice of any matter which pursuant to Section 13.1 such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating must notify the Indemnifying Party in reasonable detail the factual basis writing of the third Person’s claim for which indemnification is sought (such claim, a “Third Party Claim”), within fifteen (15) Days after receipt by such Indemnified Party of such written notice of the Third Party Claim. Thereafter, the Indemnified Party shall deliver to the extent known Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party, and containing a reference Party relating to the provisions Third Party Claim. The Indemnifying Party will be entitled to participate in the defense of this Agreement in respect of which such right of indemnification is claimed or arisesa Third Party Claim made against an Indemnified Party and, if it so chooses and admits liability under the indemnity, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that with respect to any such assumption, such counsel is not reasonably objected to by the failure to provide such notice shall not release Indemnified Party and the Indemnifying Party from any notifies the Indemnified Party of its obligations under this Article VI except intention to the extent the Indemnifying Party is materially prejudiced by assume such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve defense within sixty (60) Days after receipt of notice of a Third Party Claim, if . Should the Indemnifying Party does not notify so elect to assume the Indemnified defense of a Third Party within thirty (30) days from its receipt of the notice from the Indemnified Party that Claim and for so long as the Indemnifying Party disputes diligently pursues the defense of such claim, the Indemnifying Party shall not be deemed liable to have accepted and agreed the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. If the Indemnifying Party has disputed elects to assume the defense of a claim for indemnification Third Party Claim, the Indemnified Party (including x) will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (y) will not admit liability with respect to, or settle, compromise or discharge, any Third Party Claim), without the Indemnifying Party’s prior written consent and (z) will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend, that by its terms obligates the Indemnifying Party to pay the full settlement amount of the liability in connection with such Third Party Claim, that releases the Indemnified Party completely in connection with such Third Party Claim, and that does not obligate the Indemnified Party to take or forbear to take any action, unless such action does not materially affect the Indemnified Party. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, as provided above, the Indemnifying Party and the Indemnified Party shall proceed be entitled to participate in good faith to negotiate a resolution to (but not control) such disputedefense with its own counsel at its own expense. If the Indemnifying Party and does not so assume the defense of any such Third Party Claim, the Indemnified Party cannot resolve may defend and settle the same in such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02manner as it may deem appropriate.

Procedures Relating to Indemnification. (a) Any In order for a party seeking indemnification under Section 6.01 (an “the "Indemnified Party”") shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given provided for under Paragraph 6.1 or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions 6.2 of this Agreement in respect of, arising out of, or involving a Claim (as hereinafter defined) or demand made by any person, firm, governmental authority or corporation against the Indemnified Party (a "Claim" or a "Third Party Claim"), such Indemnified Party shall notify the indemnifying party as soon as practicable following receipt of which such right written notice of indemnification is claimed or arisessaid Third Party Claim; provided PROVIDED, HOWEVER, that the failure to provide give or delay in giving such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failurefailure or delay. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimThereafter, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith deliver to negotiate a resolution to such dispute. If the Indemnifying Party indemnifying party, as soon as practicable following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party cannot resolve such dispute relating to the Third Party Claim. In providing notice to the indemnifying party, the Indemnified Party acknowledges its responsibility to provide said notice as promptly as possible in thirty (30) days after delivery of order that the dispute notice by the Indemnifying Party, such dispute indemnifying party shall be resolved able to engage counsel and to submit appropriate answers to any Third Party Claim within the time period required by arbitration pursuant to Section 7.02law.

Procedures Relating to Indemnification. (ai) Any party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party party from whom indemnification is being sought (an “Indemnifying Party”) notice (a “Claim Notice”) of any matter which such Indemnified Party has determined has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party Claim Notice that the Indemnifying Party disputes such claimclaim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying PartyDispute Notice, such dispute shall be resolved by arbitration pursuant to Section 7.02.10.3

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating ARTICLE VII in respect of, arising out of or involving a claim or demand made by any Person (other than a party hereto or Affiliate thereof) against the indemnified party (a “Third-Party Claim”), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the factual basis information then available to such indemnified party), of the claim to Third-Party Claim promptly after receipt by such indemnified party of written notice of the extent known by the Indemnified PartyThird-Party Claim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect The indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim; provided, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party however, that the Indemnifying Party disputes failure to deliver such claim, copies shall not affect the Indemnifying Party indemnification provided hereunder except to the extent the indemnifying party shall be deemed to have accepted and agreed with been actually prejudiced as a result of such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02failure.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim, the amount of the Losses if known or reasonably ascertainable at the time such claim to is made, or if not then reasonably ascertainable, the extent known maximum amount of such claim reasonably estimated by the Indemnified Party, Party and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the 71 Indemnifying Party shall be deemed to have accepted and agreed with disputed such claim. If the Indemnifying Party has disputed (or been deemed to have disputed) a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, or upon expiry of the thirty (30) days’ period from the Indemnifying Party’s receipt of the notice from the Indemnified Party, such dispute shall be resolved by arbitration pursuant to Section 7.0210.3.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 Each person to be indemnified pursuant to SECTION 8.1 or SECTION 8.2 (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly agrees to give prompt notice (a "NOTICE OF THIRD PARTY CLAIM") to the Party from whom indemnification is being sought (an “Indemnifying Party”) notice indemnifying party of the assertion of any matter claim, or the commencement of any suit, action or proceeding, brought against or sought to be collected from such indemnified party (each, a "THIRD PARTY CLAIM"), in respect of which indemnity may be sought by such Indemnified Party has determined has given indemnified party under SECTION 8.1 or would reasonably be expected SECTION 8.2; provided that the omission so to give rise promptly notify the indemnifying party with respect to a right of indemnification Third Party Claim brought against or sought to be collected from such indemnified party will not relieve the indemnifying party from any liability which it may have to such indemnified party under this Agreement stating SECTION 8.1 or SECTION 8.2 except as otherwise provided in reasonable detail the factual basis of the claim SECTION 8.4 or to the extent known that such failure has materially prejudiced such indemnifying party with respect to the defense of such Third Party Claim. If any indemnified party shall seek indemnity under SECTION 8.1 or SECTION 8.2 with respect to a Third Party Claim brought against or sought to be collected from such indemnified party, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, to assume and direct the defense and settlement thereof with counsel satisfactory to such indemnified party; provided that if any Third Party Claim brought against or sought to be collected from any indemnified party includes a request for injunctive or other equitable relief that, if granted, is reasonably likely to have a Material Adverse Effect or a similar effect on such indemnified party, such indemnified party shall be entitled to control and direct the defense and settlement thereof and in such event the legal and other expenses subsequently incurred by such indemnified party in connection with the defense thereof shall be paid by the Indemnified Partyindemnifying party. After notice from the indemnifying party to an indemnified party of its election to assume and direct the defense and settlement of a Third Party Claim brought against or sought to be collected from such indemnified party which such indemnifying party is entitled to assume and direct under the terms hereof, the indemnifying party shall not be liable to such indemnified party under SECTION 8.1 or SECTION 8.2, as the case may be, for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that such indemnified party shall have the right to employ counsel to represent such party if in the reasonable judgment of such party, it is advisable for such party to be represented by separate counsel because the representation of both the indemnified party and containing the indemnifying party in such matter could present such counsel with a reference to potential conflict of interest and in such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. Notwithstanding the foregoing provisions of this Agreement SECTION 8.3(a), the indemnifying party shall not (A) without the prior written consent of an indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such right indemnified party is, or with reasonable foreseeability, could have been a party and indemnity could have been sought hereunder by such indemnified party for a Third Party Claim brought against or sought to be collected from such indemnified party, unless such settlement includes an unconditional release of indemnification such indemnified party from all liability arising out of such proceeding (provided that, whether or not such a release is claimed required to be obtained, the indemnifying party shall remain liable to such indemnified party in accordance with SECTION 8.1 or arises; provided SECTION 8.2 in the event that the failure a Third Party Claim is subsequently brought against or sought to provide be collected from such notice indemnified party) or (B) be liable for any settlement of any Third Party Claim brought against or sought to be collected from an indemnified party effected without such indemnifying party's written consent (which shall not release be unreasonably withheld), but if settled with such indemnifying party's written consent, or if there is a final judgment for the Indemnifying Party from plaintiff in any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if such indemnifying party agrees (to the Indemnifying Party does not notify extent stated above) to indemnify the Indemnified Party within thirty (30) days indemnified party from its receipt and against any loss, liability, claim, damage or expense by reason or such settlement or judgment. The indemnification required by SECTION 8.1 or SECTION 8.2, as the case may be, shall be made by periodic payments of the notice from amount thereof during the Indemnified Party that course of the Indemnifying Party disputes such investigation or defense, as and when bills are received or loss, liability, claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02damage or expense is incurred.

Procedures Relating to Indemnification. (a) Any A party seeking entitled to indemnification under Section 6.01 (hereunder shall herein be referred to as an “Indemnified Party”) .” A party obligated to indemnify an Indemnified Party hereunder shall promptly give the Party from whom indemnification is being sought (herein be referred to as an “Indemnifying Party”.” As soon as is reasonable after an Indemnified Party either (i) receives notice of any matter claim or the commencement of any action by any third party which such Indemnified Party has determined has given or would reasonably be expected to believes may give rise to a right of claim for indemnification from an Indemnifying Party hereunder (a “Third Party Claim”) or (ii) sustains any Loss not involving a Third Party Claim or action which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against an Indemnifying Party under this Agreement stating Article VIII notify such Indemnifying Party in writing of such claim, action or Loss, as the case may be; provided, however, that failure to notify Indemnifying Party shall not relieve Indemnifying Party of its indemnity obligation, except to the extent Indemnifying Party is actually prejudiced in its defense of the action by such failure. Any such notification must be in writing and must state in reasonable detail the factual nature and basis of the claim claim, action or Loss, to the extent known by known. Except as provided in this Section 8.6, Indemnifying Party shall have the Indemnified Partyright to contest, and containing a reference to the provisions of this Agreement in respect of defend, litigate or settle any such Third Party Claim which such right of indemnification is claimed or arisesinvolves solely monetary damages; provided that the failure Indemnifying Party shall have notified the Indemnified Party in writing of its intention to provide such do so within 15 days of the Indemnified Party having given notice shall not release of the Third Party Claim to the Indemnifying Party; provided, that the Indemnifying Party from any of its obligations under this Article VI except to shall diligently contest the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim. The Indemnified Party shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the Indemnifying Party; provided, that the Indemnified Party shall be entitled to reimbursement thereafter if the Indemnifying Party does not notify shall lose its right to contest, defend, litigate and settle the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), Claim or if representation of the Indemnifying Party and the Indemnified Party shall proceed by the same counsel would, in good faith to negotiate the reasonable opinion of such counsel, constitute a resolution to such dispute. If the Indemnifying Party and the Indemnified Party conflict of interest that cannot resolve such dispute in thirty (30) days after delivery be waived under applicable standards of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02professional conduct.

Procedures Relating to Indemnification. (a) Any party A Party seeking indemnification under pursuant to Section 6.01 8(b) or Section 8(c), (an “Indemnified Party”) shall promptly give prompt notice to the Party from whom such indemnification is being sought (an the “Indemnifying Party”) notice of the assertion of any matter which such Indemnified Party has determined has given claim or would reasonably be expected to give rise to assessment, or the commencement of any action, suit, audit or proceeding, by a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will give the Indemnifying Party such right of indemnification is claimed or arisesinformation with respect thereto as the Indemnifying Party may reasonably request; provided provided, however, that the no failure to provide give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article VI liability hereunder (except to the extent the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby). With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party that does not involve a relating to the Third Party Claim, if the . The Indemnifying Party does not notify shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party within thirty (30) days from its of receipt of the notice from the Indemnified Party that of the commencement of or assertion of any Third Party Claim, to assume and control the defense of such Third Party Claim, using counsel selected by the Indemnifying Party disputes such claimand reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall will not be deemed liable to have accepted and agreed the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. If Regardless of whether the Indemnifying Party has disputed a claim for indemnification (including elects to assume the defense of any such Third Party Claim), (a) 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, which shall not be unreasonably withheld, delayed or conditioned and (b) the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned, unless such settlement or judgment involves only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party shall proceed in good faith to negotiate a resolution of, records and information which are reasonably relevant to such dispute. If Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party and shall reimburse the Indemnified Party cannot resolve such dispute for all its reasonable out-of-pocket expenses in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02connection therewith.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined that has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement Agreement, stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.0210.3.

Procedures Relating to Indemnification. (a) Any In order for a party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any Person against the Indemnified Party from whom indemnification is being sought (an a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) notice in writing, and in reasonable detail, of any matter which the Third-Party Claim as promptly as reasonably possible after receipt by such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis notice of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesThird-Party Claim; provided that the failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall promptly deliver to the Indemnifying Party that does not involve a Third after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim; provided that failure to deliver such notices and documents on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure; and, provided further that if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from shall have denied its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimindemnification obligation hereunder, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith have no obligation to negotiate a resolution to deliver such dispute. If notices and documents promptly; provided, however, that the Indemnified Party shall deliver any notices or documents as reasonably requested by the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02thereafter.

Procedures Relating to Indemnification. (a) Any party Person seeking indemnification under Section 6.01 5.02 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) written notice (the “Indemnity Notice”) of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice the Indemnity Notice shall not release the Indemnifying Party from any of its obligations under this Article VI 5 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice Indemnity Notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.026.12.

Procedures Relating to Indemnification. (a) Any A party seeking indemnification under Section 6.01 pursuant to this Article VIII (an “Indemnified Party”) shall promptly give prompt written notice to the Party party from whom such indemnification is being sought (an the “Indemnifying Party”) notice of the assertion of any matter claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding of which such Indemnified Party it has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, knowledge and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release indemnity may be sought hereunder (a “Third Party Claim”), and will give the Indemnifying Party from such information with respect thereto as the Indemnifying Party may reasonably request; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall limit any of its obligations under liability or obligation for indemnification pursuant to this Article VI VIII except to the extent of any damage or liability caused by or arising out of such delay or failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party is materially prejudiced Party, within ten (10) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such failure. With respect to any recovery or indemnification sought by an the Indemnified Party from the Indemnifying Party that does not involve a relating to such Third Party Claim, if the . The Indemnifying Party does not notify shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days from its after receipt of the notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder, to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages using counsel reasonably satisfactory to the Indemnified Party; provided, that (A) the Indemnifying Party disputes expressly agrees in such claimnotice that, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), as between the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief, and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by ability of the Indemnifying Party, such dispute shall be resolved by arbitration pursuant Party to Section 7.02satisfy the full amount of any adverse monetary judgment that is reasonably likely to result.

Procedures Relating to Indemnification. In order for a Person (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this IP License Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party from whom indemnification is being sought (an a “Indemnifying PartyThird Party Claim”) notice of any matter which ), such Indemnified Party has determined has given or would must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably be expected possible after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to give rise to such notification on a right of indemnification under this Agreement stating in reasonable detail the factual timely basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the Indemnified Party shall deliver to any recovery or indemnification sought the indemnifying party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court filings and related papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party from therefor, to assume the Indemnifying defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the Indemnified Party that does not involve and to settle such suit, action, claim or proceeding in its discretion with a full release of the Indemnified Party and no admission of criminal liability. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the indemnifying party shall continue to be entitled to assert any limitation on its indemnification responsibility contained in Section 11. Should the indemnifying party so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does indemnifying party shall not notify be liable to the Indemnified Party within thirty (30) days from its receipt of the notice from for legal expenses subsequently incurred by the Indemnified Party that in connection with the Indemnifying defense thereof unless the indemnifying party has substantially and materially failed to defend, contest or otherwise protest in a timely manner against Third Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimClaims. If the Indemnifying indemnifying party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has disputed a claim for indemnification (including not assumed the defense thereof. If the indemnifying party chooses to defend any Third Party Claim), all the Indemnifying parties hereto 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 to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Partyadmit any liability with respect to, or settle, compromise or discharge, such dispute Third Party Claim without the indemnifying party’s prior written consent, which consent shall not be resolved by arbitration pursuant to Section 7.02unreasonably withheld, unreasonably delayed or unreasonably conditioned.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give Following the Party from whom indemnification is being sought (an “Indemnifying Party”) notice discovery by a Person of any matter which such Indemnified Party has determined has given facts or conditions that would reasonably be expected to give rise to a right of Loss or Losses for which indemnification under this Agreement stating in reasonable detail Article IX can be obtained, the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of Party seeking indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to IX with respect thereto (the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an “Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimParty”) shall, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days thereafter, provide written notice to the Party from its receipt whom indemnification is sought (the “Indemnifying Party”), setting forth the facts and circumstances in reasonable detail (to the extent known) relating to such Loss or Losses, the amount of Loss or Losses (or a non-binding, reasonable estimate thereof if the notice from actual amount is not known or liquidated) and the specific Section(s) of this Agreement (to the extent then determinable) upon which the Indemnified Party is relying in seeking such indemnification (an “Indemnification Notice”); provided, however, that any failure of an Indemnified Party to timely deliver such notice shall not limit the obligations of the Indemnifying Party disputes hereunder except to the extent that (and only to the extent that) such claimfailure to timely deliver such notice actually prejudices the Indemnifying Party. Within sixty (60) days after delivery of an Indemnification Notice, the Indemnifying Party shall deliver to the Indemnified Party a Response, in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by payment by the Indemnifying Party in cash equal to the Claimed Amount by wire transfer of immediately available funds), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by payment by the Indemnifying Party in cash equal to the Agreed Amount by wire transfer of immediately available funds) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount (a “Dispute”). If no Response is delivered by the Indemnifying Party within sixty (60) days following the Indemnified Party’s receipt of written confirmation of receipt of such Indemnification Notice by the General Counsel of the Indemnifying Party, the Indemnifying Party shall be deemed deemed, to the extent such Indemnification Notice so states, to have accepted agreed that all of the Claimed Amount is owed to the Indemnified Party. For purposes of the foregoing sentence, “written confirmation” shall include receipt confirming the delivery of facsimile, receipt of registered or certified mail, receipt of an internationally recognized overnight mail courier service and agreed with receipt of e-mail delivery. Acceptance by the Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Indemnified Party’s right to claim the balance of any such claimClaimed Amount. If During the Indemnifying Party has disputed sixty (60) day period following the delivery of a claim for indemnification (including any Third Party Claim)Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall proceed in use good faith efforts to negotiate a resolution to such disputeresolve the Dispute. If the Indemnifying Indemnified Party and the Indemnifying Party shall not so resolve such claim during such period, the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant entitled to Section 7.02initiate such proceedings and seek such remedies as may be permitted under the terms of this Agreement and applicable Law.

Procedures Relating to Indemnification. In order for a party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Partyindemnified party”) shall promptly give to be entitled to any indemnification from the Party from whom indemnification is being sought other party (an the “Indemnifying Partyindemnifying party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which any Loss made by any person, firm, governmental authority or corporation against the indemnified party (a “Third Party Claim”), such right indemnified party must notify the indemnifying party in writing of indemnification is claimed or arisesthe Third Party Claim within fourteen (14) days after receipt by such indemnified party of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) business days after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. The indemnifying party will be entitled to participate in the defense of a Third Party Claim made against an indemnified party and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, with respect to any recovery or indemnification sought by an Indemnified such assumption, (a) such counsel is reasonably acceptable to the indemnified party and (b) the indemnifying party first admits in writing its liability to the indemnified party with respect to all material elements of such claim and notifies the indemnified party of its intention to assume such defense within sixty (60) days of receipt of notice of a Third Party from Claim. Should the Indemnifying Party that does not involve indemnifying party so elect to assume the defense of a Third Party Claim, if the Indemnifying indemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party elects to assume the defense of a Third Party Claim, the indemnified party (x) will cooperate in all reasonable respects with the indemnifying party in connection with such defense, (y) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party’s prior written consent and (z) will agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and which does not notify obligate the Indemnified indemnified party to take or forbear to take any action. In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate; provided, that the indemnified party may not settle such claim or litigation on such terms as the indemnified party may deem appropriate, and the indemnifying party shall have no obligation to reimburse the indemnified party for such settlement, until after giving notice of same to the indemnifying party and the indemnifying party shall have accepted the terms of the settlement set forth therein or failed to object to such settlement terms within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02notice.

Procedures Relating to Indemnification. In order for a party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Claim made by any Person against the Indemnified Party from whom (a “Third Party Claim”), such Indemnified Party must notify the party responsible for providing indemnification is being sought hereunder (an the “Indemnifying Party”) notice in writing, and in reasonable detail, of any matter which the Third Party Claim within 10 business days after receipt by such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis written notice of the claim to the extent known Third Party Claim (including copies of all notices and documents (including court papers) received by the Indemnified Party, and containing a reference Party relating to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesThird Party Claim)); provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve If a Third Party Claim, if the Indemnifying Party does not notify the Claim is made against an Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimParty, the Indemnifying Party shall be deemed entitled to have accepted participate in the defense thereof and, if it so chooses and agreed acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such claimcounsel is not reasonably objected to by the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim)assumes such defense, the Indemnifying Party and the Indemnified Party shall proceed have the right to participate in good faith the defense thereof and to negotiate a resolution employ counsel (not reasonably objected to by the Indemnifying Party), at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such disputedefense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above) and as otherwise set forth in this Section 10.6. If the Indemnifying Party so elects to assume the defense of any Third Party Claim, the Indemnified Parties shall reasonably cooperate , at the Indemnifying Party’s expense, with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, 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 (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, which releases the Indemnifying Party completely in connection with such Third Party Claim and which would not otherwise adversely affect the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if (i) the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot resolve be separated from any related claim for money damages or (ii) if (A) the Indemnifying Party has failed after a reasonable period of time to assume such dispute defense and to employ counsel, or (B) as evidenced by the opinion of counsel, different defenses would be available to the Indemnified Party in thirty (30) days after delivery such action such that a conflict of the dispute notice interest exists that makes control by the Indemnifying PartyParty not advisable. In such an event, such dispute the Indemnified Party shall be resolved entitled to, with respect to clause (i), assume the defense of the portion relating to money damages and, with respect to clause (ii), assume the defense of the entire proceeding. The indemnification required by arbitration pursuant to Sections 10.1, 10.2 and 10.3 shall be made by periodic payments of the amount thereof during the course of the investigation, remediation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred. All Claims under Sections 10.1, 10.2, or 10.3 other than Third Party Claims shall be governed by Section 7.0210.7 below.

Procedures Relating to Indemnification. (a) Any In order for an indemnified party seeking to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations for under this Article VI 9 in respect of, arising out of or involving a claim or demand made by any person, firm, Governmental Entity or corporation against the indemnified party (a "Third-Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt by such indemnified party of written notice of the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, within five (5) Business Days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim; PROVIDED, if HOWEVER, that failure to make such deliveries shall not affect the Indemnifying Party does not notify indemnification provided hereunder except to the Indemnified Party within thirty (30) days from its receipt extent the indemnifying party shall have been actually prejudiced as a result of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02failure.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “An Indemnified Party”) Party shall promptly give the Indemnifying Party from whom indemnification is being sought (an “Indemnifying Party”) prompt written notice of any matter which such an Indemnified Party has determined has given or would reasonably be expected to could give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis (other than a Third Party Claim), within ten (10) Business Days of the claim to the extent known by the Indemnified Partysuch determination (an “Indemnity Notice”); provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide such notice give an Indemnity Notice shall not release the Indemnifying Party from any of its obligations under this Article VI waive an Indemnified Party’s right to indemnification, except only if and to the extent the Indemnifying Party demonstrates it is materially actually prejudiced by the Indemnified Party’s failure to give notice or such failureIndemnity Notice is given after the expiration of the survival period, if applicable. With respect The Indemnifying Party shall have thirty (30) calendar days from receipt of any such Indemnity Notice to any recovery or indemnification sought by an give notice of dispute of the claim to the Indemnified Party. The Indemnified Party from shall reasonably cooperate and assist the Indemnifying Party that does not involve in determining the validity of any claim for indemnity (other than a Third Party Claim, if the Indemnifying Party does not notify ) by the Indemnified Party within thirty (30) days from its receipt and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of the notice from the Indemnified Party that the Indemnifying Party disputes such claiminformation, the Indemnifying Party shall be deemed to have accepted records and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution documents relating to such dispute. If the Indemnifying Party matters, and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery making employees available on a mutually convenient basis to provide additional information and explanation of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02any material provided hereunder.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give In order for the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably to be expected entitled to give rise to a right of any indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a Claim made by any Person against the Indemnified Party (each, a "Third Party Claim"), such right Indemnified Party must notify the Indemnifying Party in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided provided, that the failure of the Indemnified Party to provide such give notice in the manner specified above shall not release relieve the Indemnifying Party from any of its obligations under this Article VI 8 except to the extent (if any) that the Indemnifying Indemnified Party is shall have been materially prejudiced by such failurethereby. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if If the Indemnifying Party does not notify the Indemnified Party object in writing to such indemnification claim within thirty (30) days from of the Indemnifying Party's knowledge of its receipt of the notice from thereof, the Indemnified Party that shall be entitled to recover promptly from the Indemnifying Party disputes the amount of such claim, and no later objection by the Indemnifying Party shall be permitted. If the Indemnifying Party agrees that it has an indemnification obligation but objects that it is obligated to pay only a lesser amount, the Indemnified Party shall nevertheless be entitled to recover promptly from the Indemnifying Party the lesser amount, without prejudice to the Indemnified Party's claim for the difference. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be deemed entitled to have accepted participate in the defense thereof and agreed to assume the defense thereof with such claim. If counsel selected by the Indemnifying Party has disputed which is reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a claim for indemnification (including any Third Party Claim), the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless the Indemnified Party reasonably determines in its judgment that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim and the Indemnifying Party shall proceed in good faith to negotiate a resolution to pay the reasonable fees and disbursements of one such disputeseparate counsel. If the Indemnifying Party and assumes such defense, the Indemnified Party cannot resolve such dispute shall have the right to participate in thirty the defense thereof and to employ counsel, at its own expense (30) days after delivery of subject to the dispute notice preceding sentence), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such dispute defense. The Indemnifying Party shall be resolved liable for the fees and expenses of counsel employed by arbitration pursuant the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above). All attorneys' fees and expenses shall count towards the indemnity limit specified in Section 7.028.2(f).

Procedures Relating to Indemnification. (a) Any party A Party seeking indemnification under pursuant to Section 6.01 8(b) or Section 8(c), (an “Indemnified Party”) shall promptly give prompt notice to the Party from whom such indemnification is being sought (an the “Indemnifying Party”) notice of the assertion of any matter which such Indemnified Party has determined has given claim or would reasonably be expected to give rise to assessment, or the commencement of any action, suit, audit or proceeding, by a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will give the Indemnifying Party such right of indemnification is claimed or arisesinformation with respect thereto as the Indemnifying Party may reasonably request; provided provided, however, that the no failure to provide give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article VI liability hereunder (except to the extent the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby). With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party within ten (10) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume and control the defense of such Third Party Claim, using counsel selected by the Indemnifying Party that does not involve and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does will not notify be liable to the Indemnified Party within thirty (30) days from its receipt of the notice from for legal expenses subsequently incurred by the Indemnified Party that in connection with the defense thereof. Regardless of whether the Indemnifying Party disputes elects to assume the defense of any such claimThird Party Claim, (a) 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, which shall not be unreasonably withheld, delayed or conditioned and (b) the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned, unless such settlement or judgment involves only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and reimburse the Indemnified Party shall proceed for all its reasonable out-of-pocket expenses in connection therewith. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to negotiate a resolution to such dispute. If the Indemnifying Party and indemnification under this Agreement, the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute may, by notice by to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such dispute shall proceeding, but the Indemnifying Party will not be resolved bound by arbitration pursuant to Section 7.02any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give In order for the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably to be expected entitled to give rise to a right of any indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim or demand made by any person against the Indemnified Party (a "Third Party Claim"), such right Indemnified Party must notify the party against whom indemnity is sought (the "Indemnifying Party") in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim within five (5) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty failure (30) days from its receipt of the notice from the Indemnified Party except that the Indemnifying Party disputes shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such claimnotice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified parties relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be deemed entitled to have accepted participate in the defense thereof and, if it so chooses and agreed acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with such claimcounsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim)assumes such defense, the Indemnifying Party and the Indemnified Party shall proceed have the right to participate in good faith the defense thereof and to negotiate a resolution employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to such disputeassume the defense thereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party canshall not resolve admit any liability with respect to, or settle, compromise or discharge, such dispute in thirty Third Party Claim without the Indemnified Party's prior written consent (30) days after delivery which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the dispute notice by liability in connection with such Third Party Claim, and which releases the Indemnifying Party, Party completely in connection with such dispute shall be resolved by arbitration pursuant to Section 7.02Third Party Claim.

Procedures Relating to Indemnification. (a) Any If a Third Party Claim is made against an indemnified party, the indemnifying party seeking indemnification shall be entitled to participate in the defense thereof and, if it so chooses, at its sole cost and upon written notice to the indemnified party acknowledging its obligation to indemnify the indemnified party therefor in accordance with the terms of this Agreement, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is reasonably satisfactory to the indemnified party. GE and GECS hereby acknowledge their obligation to indemnify the indemnified parties under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement 6.2 in respect of the Litigation listed in the Litigation Letter in accordance with the terms of this 22 Agreement and, subject to any limitations set forth in this Article VI, GE and GECS intend to continue to defend against all such Litigation. GE and GECS shall be obligated to assume the defense of the Litigation listed in the Litigation Letter and all other Third Party Claims subject to indemnification pursuant to Section 6.2, except as to any such Litigation or Third Party Claims as to which PWG advises GE and GECS that PWG has elected not to permit GE and GECS to assume such right of indemnification is claimed or arises; provided that the failure defense pursuant to provide such notice shall not release the Indemnifying Party from any of its obligations PWG's rights under this Article VI except VI. Should the indemnifying party so elect to assume the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, provided, however, that (i) if the Indemnifying Party does not notify indemnifying party assumes such defense, the Indemnified Party within thirty indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense and (30ii) days from its receipt the indemnified party shall be entitled to employ separate counsel, at the expense of the notice from indemnifying party, and to participate in the Indemnified defense of such Third Party Claim if in the opinion of counsel to such indemnified party a conflict or potential conflict (including as to the availability of defenses) exists between such indemnified party and the indemnifying party that would make such separate representation advisable (provided that the Indemnifying Party disputes such claim, indemnifying party shall only be responsible under this clause (ii) for the Indemnifying Party fees of one counsel in each relevant jurisdiction for all indemnified parties). The indemnifying party shall be deemed liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to have accepted and agreed with such claimassume the defense thereof. If the Indemnifying Party has disputed a claim for indemnification (including indemnifying party so elects to assume the defense of any Third Party Claim, the indemnified parties shall cooperate with the indemnifying party in the defense thereof. Such cooperation shall include the retention and (upon the indemnifying party's reasonable request) the provision to the indemnifying party of records and information of KP & Co. that are relevant to such Third Party Claim and that are in the possession of such indemnified party. Such cooperation shall not include the making available of any current employee of PWG or any of its Subsidiaries (other than KP & Co.), other than any such employee who has already entered into a cooperation agreement with respect to Litigation involving KP & Co. prior to the Indemnifying date hereof. In addition, if the 23 indemnifying party so elects to assume the defense of any Third Party Claim, the indemnifying party shall (i) consult with the indemnified parties to determine litigation strategies, including the selection of the appropriate forum and determination to interpose defenses or to raise counterclaims, (ii) promptly advise the Indemnified Party shall proceed indemnified parties of all material developments in respect of each significant claim as they occur, (iii) consider in good faith all reasonable requests that the indemnified parties may make concerning the conduct of any such defenses or counterclaims. With respect to negotiate a resolution indemnification under Section 6.2 where GE or GECS has assumed the defense of any Third Party Claim, upon request of GE or GECS, PWG will cause KP & Co. to permit GE and GECS to assert any rights of KP & Co. which arose prior to the Closing or derived from the same facts or circumstances giving rise to such disputeThird Party Claim and which may be the basis for a counterclaim or defense of such Third Party Claim. If the Indemnifying indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the Indemnified indemnifying party to pay the full amount required to be paid under this Article VI by the indemnifying party in respect of such Third Party Claim (which payment shall be made contemporaneously with the indemnified party's agreement to such settlement, compromise or discharge), which releases the indemnified party completely in connection with such Third Party Claim and which would not otherwise adversely affect (other than to a de minimis degree) the indemnified party. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim the defense of which shall have been assumed by the indemnifying party in accordance with the terms hereof without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). The indemnified party shall have the right to admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim the defense of which shall not have been assumed by the indemnifying party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (but shall be liable for the fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks relief which, if granted, would impose on the indemnified parties non-monetary obligations or penalties. If such non-monetary relief portion of the Third Party 24 Claim can be separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. In conducting the defense of any Third Party Claim where non-monetary and monetary relief cannot resolve be separated, the indemnified parties shall promptly advise the indemnifying parties of all material developments in respect of such dispute in thirty (30) days after delivery Third Party Claim as they occur. The indemnification required by Sections 6.2 and 6.3 shall be made by periodic payments of the dispute notice by amount thereof during the Indemnifying Partycourse of the investigation or defense, such dispute as and when bills are received or Losses are incurred. The indemnifying party shall be resolved by arbitration pursuant pay to Section 7.02the indemnified party or its designee amounts owing under this Article VI in respect of any bills, judgments and other matters sufficiently in advance for the indemnified party to make timely payments thereof.

Procedures Relating to Indemnification. (a) Any party A Party seeking indemnification under pursuant to Section 6.01 8(b) and Section 8(c), (an “Indemnified Party”) shall promptly give prompt notice to the Party from whom such indemnification is being sought (an the “Indemnifying Party”) notice of the assertion of any matter which such Indemnified Party has determined has given claim or would reasonably be expected to give rise to assessment, or the commencement of any action, suit, audit or proceeding, by a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will give the Indemnifying Party such right of indemnification is claimed or arisesinformation with respect thereto as the Indemnifying Party may reasonably request; provided provided, however, that the no failure to provide give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article VI liability hereunder (except to the extent the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby). With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party that does not involve a relating to the Third Party Claim, if the . The Indemnifying Party does not notify shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days from its of receipt of the notice from the Indemnified Party that of the commencement of or assertion of any Third Party Claim, to assume and control the defense of such Third Party Claim, using counsel selected by the Indemnifying Party disputes such claimand reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall will not be deemed liable to have accepted and agreed the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. If Regardless of whether the Indemnifying Party has disputed a claim for indemnification (including elects to assume the defense of any such Third Party Claim), 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, which shall not be unreasonably withheld, delayed or conditioned and the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned unless such settlement or judgment involved only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party shall proceed in good faith to negotiate a resolution of, records and information which are reasonably relevant to such dispute. If Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party and shall reimburse the Indemnified Party cannot resolve such dispute for all its reasonable out-of-pocket expenses in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02connection therewith.

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations for under this Article VI in respect of, arising out of or involving a claim or demand made by any Person (other than a party hereto or Affiliate thereof) against the indemnified party (a “Third-Party Claim”), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the information then available to such indemnified party), of the Third-Party Claim promptly after receipt by such indemnified party of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is indemnifying party shall have been materially prejudiced by as a result of such failure. With respect The indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim; provided, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party however, that the Indemnifying Party disputes failure to deliver such claim, copies shall not affect the Indemnifying Party indemnification provided hereunder except to the extent the indemnifying party shall be deemed to have accepted and agreed with been materially prejudiced as a result of such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02failure.

Procedures Relating to Indemnification. In order for a Party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification from one of the Party from whom indemnification is being sought other Parties pursuant to Section 10.1 or Section 10.2 (an the “Indemnifying Party”) notice of any matter which or as otherwise provided for under this Agreement with respect to a Third Party Claim, such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release must notify the Indemnifying Party from any in writing of its obligations under this Article VI the Third Party Claim within 15 days after receipt by such Indemnified Party of such written notice of the Third Party Claim; provided, failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party will be entitled to participate in the defense of a Third Party Claim made against an Indemnified Party and, if it so chooses and admits liability under the indemnity, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, with respect to any recovery or indemnification sought such assumption, such counsel is not reasonably objected to by an the Indemnified Party from and the Indemnifying Party that does not involve notifies the Indemnified Party of its intention to assume such defense within 60 days of receipt of notice of a Third Party Claim, if . Should the Indemnifying Party does not notify so elect to assume the Indemnified defense of a Third Party within thirty (30) days from its receipt of the notice from the Indemnified Party that Claim and for so long as the Indemnifying Party disputes diligently pursues the defense of such claim, the Indemnifying Party shall will not be deemed liable to have accepted and agreed the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. If the Indemnifying Party has disputed elects to assume the defense of a claim for indemnification Third Party Claim, the Indemnified Party (including a) will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (b) will not admit liability with respect to, or settle, compromise or discharge, any Third Party Claim)Claim without the Indemnifying Party’s prior written consent and (c) will agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full settlement amount of the liability in connection with such Third Party Claim which releases the Indemnified Party completely in connection with such Third Party Claim and which does not obligate the Indemnified Party to take or forbear to take any action, unless such action does not materially affect the Indemnified Party. In the event the Indemnifying Party shall assume the defense of any Third Party Claim as provided above, the Indemnified Party shall proceed be entitled to participate in good faith to negotiate a resolution to (but not control) such disputedefense with its own counsel at its own expense. If the Indemnifying Party and does not so assume the defense of any such Third Party Claim, the Indemnified Party cannot resolve may defend and settle the same in such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02manner as it may deem appropriate.

Procedures Relating to Indemnification. Upon receipt of a claim or demand made by any person who is not a party hereto against a party hereto (aa "Third Party Claim") Any as to which such party seeking (the "indemnified party") may be entitled to indemnification under Section 6.01 pursuant to this Article X or pursuant to Article XI, indemnified party shall notify the other relevant party (an “Indemnified Party”the "indemnifying party") shall in writing, and in reasonable detail, of the Third Party Claim promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) after receipt by such indemnified party of written notice of any matter which such Indemnified the Third Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified PartyClaim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the indemnified party shall promptly deliver to any recovery or indemnification sought the indemnifying party copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party from indemnified party, the Indemnifying Party that does not involve indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with the counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does indemnifying party shall not notify be liable to the Indemnified Party within thirty (30) days from its receipt of indemnified party for legal expenses subsequently incurred by the notice from indemnified party in connection with the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimdefense thereof. If the Indemnifying Party has disputed a claim indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof, including the opportunity to keep fully informed as to all matters which might affect the amount of any claims for indemnification to be made hereunder, and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that (including i) the indemnifying party shall control such defense and (ii) the indemnifying party will bear the expenses of separate counsel for the indemnified party to the extent a conflict of interest is likely to exist between the indemnifying party and the indemnified party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim), the Indemnifying Party indemnified party shall cooperate with the indemnifying party in the defense thereof. Such cooperation shall include the retention and (upon the Indemnified Party shall proceed in good faith indemnifying party's request) the provision to negotiate a resolution the indemnifying party of records and information that are reasonably relevant to such disputeThird Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The indemnifying party shall reimburse the indemnified party for its reasonable out-of-pocket costs of such cooperation. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, 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. If the Indemnifying indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the Indemnified indemnifying party to pay the full amount of the Liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot resolve be separated from any related claim for money damages. If such dispute in thirty (30) days after delivery equitable relief or other relief portion of the dispute notice by Third Party Claim can be so separated from that for money damages, the Indemnifying Party, such dispute indemnifying party shall be resolved by arbitration pursuant entitled to Section 7.02assume the defense of the portion relating to money damages.

Procedures Relating to Indemnification. (a) Any In order for an indemnified party seeking to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations for under this Article VI 9 in respect of, arising out of or involving a claim or demand made by any person, firm, Governmental Entity or corporation against the indemnified party (a "Third-Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt by such indemnified party of written notice of the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) Business Days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim; PROVIDED, HOWEVER, that failure to make such deliveries shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. (b) If a Third-Party Claim is made against an indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so elects in writing within ten (10) days of receipt of written notice from the indemnified party and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel, accountants or other designee selected by the indemnifying party and reasonably satisfactory to the indemnified party, PROVIDED that the indemnifying party conducts the defense actively and diligently thereafter. Should the indemnifying party so elect to assume the defense of a Third-Party Claim, the indemnifying party will not be liable to the indemnified -78- <Page> party for legal or accounting expenses subsequently incurred by the indemnified party in connection with the defense thereof, absent any conflict of interest between such parties. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, unless a conflict of interest would arise if counsel to the indemnifying party also represented the indemnified party, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense, except to the extent of any such conflict of interest between such parties. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof or in the event of any conflict of interest between the indemnified party and the indemnifying party. All the parties hereto shall cooperate in the defense or prosecution of any Third-Party Claim. Such cooperation shall include the retention and (upon the other party's request) the provision to the other party of records and information that are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, at the reasonable expense of the indemnifying party. Whether or not the indemnifying party shall have assumed the defense of a Third-Party Claim, 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 (which consent shall not be unreasonably withheld). The indemnifying party shall not, without the prior written consent of the indemnified party, enter into any settlement of any Third-Party Claim that would result in the imposition of a consent order, injunction or decree which would materially restrict or otherwise materially adversely affect the future activity or conduct of the indemnified party or any Affiliate thereof, or without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld) that does not include, as an unconditional term thereof, the release of the indemnified party from all liability in respect of such Third-Party Claim except the liability satisfied by the indemnifying party. (c) Notwithstanding the foregoing in this Section 9.6, if a Third-Party Claim for a Straddle Period includes or could reasonably be expected to include both a claim for Taxes that are Excluded Taxes and a claim for Taxes that are Assumed Liabilities, and such claim for Taxes that are Excluded Taxes is not separable from such claim for Taxes that are Assumed Liabilities, the Sellers (if the claim for Taxes that are Excluded Taxes exceeds or reasonably could be expected to exceed in amount the claim for Taxes that are Assumed Liabilities) or otherwise Buyer (Sellers, on the one hand, or Buyer, on the other hand, as the case may be, the "Controlling Party") shall be entitled to control the defense of such Third-Party Claim (such Third-Party Claim, a "Tax Claim"). In such case, the other party (the "Non-Controlling Party") shall be entitled to participate fully (at the Non-Controlling Party's sole expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of such Non-Controlling Party (which consent shall not be unreasonably withheld). The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the claim for Taxes that are Excluded Taxes and the claim for Taxes that are Assumed Liabilities. For purposes of this Section 9.6(c), the term "Assumed Liabilities" shall include any Taxes of Windmill (other than Excluded Taxes). (d) Notwithstanding any other provision, (a) Sellers shall be entitled to control in all respects, and neither Buyer nor any of its Affiliates shall be entitled to participate in, any -79- <Page> Tax audit or other proceeding with respect to any recovery consolidated, combined or indemnification sought by an Indemnified Party from unitary Return that includes any of the Indemnifying Party Sellers or any of their Affiliates; PROVIDED, HOWEVER, that does Sellers may not involve a Third Party Claimsettle or otherwise resolve the portion, if any, of any such Tax audit or other proceeding that pertains to income, gain, loss, deduction or credit of Windmill (other than any such portion that could impact an indemnification by the Indemnifying Party does Sellers under clause (vii) of Section 9.2 of this Agreement) without the consent of Buyer, which consent shall not be unreasonably withheld, (b) except as set forth in clause (c) below, Buyer shall be entitled to control in all respects, and neither Sellers nor any of their Affiliates shall be entitled to participate in, any Tax audit or other proceeding with respect to any consolidated, combined or unitary Return that includes the Buyer or any of its Affiliates, (c) if a Tax audit or other proceeding (including but not limited to a Tax audit or other proceeding relating to a consolidated, combined or unitary Return) could give rise to an indemnification by the Sellers under clause (vii) of Section 9.2 of this Agreement, Sellers shall have the right to control in all respects, including as to settlement, at Sellers' expense, the conduct of the portion of such Tax audit or other proceeding which could give rise to such an indemnification, and with respect to such portion, Buyer (A) shall promptly notify Sellers upon receipt of notice of the Indemnified Party Tax audit or other proceeding or any proposed assessment, (B) shall thereafter promptly forward to Sellers copies of any communications received from or sent to any Taxing Authority by Buyer, Windmill or any of their Affiliates and (C) shall facilitate to the extent reasonably required by the Sellers, and shall not impede, Seller's control over, such Tax audit or proceeding, and (d) none of the Sellers shall have any obligation whatsoever pursuant to clause (vii) of Section 9.2 or pursuant to Section 9.6(e) of this Agreement if Buyer fails to comply with any of the covenants set forth in clauses (A), (B) and (C) of clause (c) above and Sellers are actually prejudiced as a result of such failure. (e) If and to the extent that Sellers are required to indemnify Buyer pursuant to clause (vii) of Section 9.2 of this Agreement, within thirty (30) days of receipt from its receipt Buyer of notification (together with supporting documentation reasonably acceptable to Sellers) of a "determination" within the meaning of Section 1313 of the notice from Code or other final agreement negotiated by Sellers with the Indemnified Party that relevant Taxing Authority, but in no case sooner than one (1) Business Day prior to the Indemnifying Party disputes such claimdate on which Buyer is obligated to pay the applicable Taxing Authority, Sellers shall pay to Buyer an amount equal to the Indemnifying Party shall be deemed to have accepted sum of (1) the net present value (assuming a nine and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification one-half percent (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty 9.5%) discount rate) of forty percent (3040%) days after delivery of the dispute notice by excess of (x) the Indemnifying Party, such dispute shall be resolved by arbitration amount allocated to the Stock pursuant to Section 7.02.the determination over (y) the amount set forth in SCHEDULE 2.2 hereto, amortized over fifteen (15) years, and (2) any interest and penalties incurred by Buyer that would not have been incurred but for such determination. 9.7

Procedures Relating to Indemnification. (ai) Any party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party party from whom indemnification is being sought (an “Indemnifying Party”) notice (a “Claim Notice”) of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party Claim Notice that the Indemnifying Party disputes such claimclaim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying PartyDispute Notice, such dispute shall be resolved by arbitration pursuant to Section 7.0210.3.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.0210.4.

Procedures Relating to Indemnification. (a) Any In order for an indemnified party seeking to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations for under this Article VI in respect of, arising out of or involving a claim or demand made by any person, firm, GOVERNMENTAL ENTITY or corporation against the indemnified party (a "THIRD-PARTY CLAIM"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the THIRD-PARTY CLAIM as promptly as reasonably possible after receipt by such indemnified party of written notice of the THIRD-PARTY CLAIM; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimThereafter, the Indemnifying Party indemnified party shall be deemed deliver to have accepted the indemnifying party, within five (5) business days after the indemnified party's receipt thereof, copies of all notices and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification documents (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30court papers) days after delivery of the dispute notice received by the Indemnifying Partyindemnified party relating to the THIRD-PARTY CLAIM; PROVIDED, HOWEVER, that failure to make such dispute deliveries shall be resolved by arbitration pursuant not affect the indemnification provided hereunder except to Section 7.02the extent the indemnifying party shall have been actually prejudiced as a result of such failure.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 6.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 6.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.027.3.

Procedures Relating to Indemnification. In order for a party (athe "indemnified party") Any party seeking to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim or demand made by any person against the indemnified party (a "Third Party Claim"), such right indemnified party must notify the indemnifying party in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim within twenty (20) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred by the indemnified party during the period in excess of twenty (20) days in which the indemnified party failed to give such notice). Thereafter, the indemni fied party shall deliver to the indemnifying party, within ten (10) business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is materially prejudiced made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof at its sole expense with counsel selected by the indemnifying party and reasonably acceptable to the indemnified party; provided, however, that the indemnified party shall have the right to employ separate counsel to represent itself in connection with any claim in respect of which indemnity may be sought hereunder if the defendants in respect of any such claim reasonably conclude that there may be legal defenses available to them or another indemnified party that are different from or additional to those available to the indemnifying party or that there exists some other conflict of interest between the interests of the indemnified parties and the indemnifying party with respect to such claim that makes separate representation desirable in the reasonable judgment of the indemnified parties, and, in the event of the foregoing, the fees and expenses reasonably incurred by such failureseparate counsel shall be paid by the indemnifying party. With respect It is understood, however, in connection with the proviso in the preceding sentence that the indemnifying party shall not be liable for the expenses of more than one separate counsel for all the indemnified parties (together with not more than one local counsel in each jurisdiction in which any claim or action is brought). Should the indemnifying party elect to any recovery or indemnification sought by an Indemnified Party from assume the Indemnifying Party that does not involve defense of a Third Party Claim, if except where it may not so elect pursuant to the Indemnifying Party does proviso in the second preceding sentence, in accordance with the second preceding sentence the indemnifying party shall not notify be liable to the Indemnified Party within thirty (30) days from its receipt of indemnified party for legal expenses subsequently incurred by the notice from indemnified party in connection with the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimdefense thereof. If the Indemnifying indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during any period during which the indemnified party shall have failed to give timely notice of the Third Party has disputed a claim for indemnification (including Claim as provided above). If the indemnifying party elects to assume the defense of any Third Party Claim in accordance with the provisions of this Section 8.5, all of the indemnified parties shall cooperate with the indemni fying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and infor mation which are reasonably relevant to such Third Party Claim), and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnifying indemnified party shall not settle, compromise or discharge such Third Party and Claim without the Indemnified Party indemnifying party's prior written consent (which consent shall proceed in good faith to negotiate a resolution to such disputenot be unreasonably withheld). If the Indemnifying indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the Indemnified indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines cannot resolve be separated from any related claim for money damages. If such dispute in thirty (30) days after delivery equitable relief or other relief portion of the dispute notice by Third Party Claim can be so separated from that for money damages, the Indemnifying Party, such dispute indemnifying party shall be resolved entitled to assume the defense of the portion relating to money damages. The indemnification required hereunder shall be made by arbitration pursuant to periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred. All claims under Section 7.028.2 other than Third Party Claims shall be governed by Section 8.6.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 10.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined that has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement Agreement, stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 10.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.0211.3.

Procedures Relating to Indemnification. In order for a Party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification from one of the Party from whom indemnification is being sought other Parties pursuant to Section 11.1 or Section 11.2 (an the “Indemnifying Party”) notice of any matter which or as otherwise provided for under this Agreement with respect to a Third Party Claim, such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release must notify the Indemnifying Party from any in writing of its obligations under this Article VI the Third Party Claim within 15 days after receipt by such Indemnified Party of such written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party will be entitled to participate in the defense of a Third Party Claim made against an Indemnified Party and, if it so chooses and admits liability under the indemnity, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, with respect to any recovery or indemnification sought such assumption, such counsel is not reasonably objected to by an the Indemnified Party from and the Indemnifying Party that does not involve notifies the Indemnified Party of its intention to assume such defense within 60 days of receipt of notice of a Third Party Claim, if . Should the Indemnifying Party does not notify so elect to assume the Indemnified defense of a Third Party within thirty (30) days from its receipt of the notice from the Indemnified Party that Claim and for so long as the Indemnifying Party disputes diligently pursues the defense of such claim, the Indemnifying Party shall will not be deemed liable to have accepted and agreed the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. If the Indemnifying Party has disputed elects to assume the defense of a claim for indemnification Third Party Claim, the Indemnified Party (including a) will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (b) will not admit liability with respect to, or settle, compromise or discharge, any Third Party Claim)Claim without the Indemnifying Party’s prior written consent and (c) will agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full settlement amount of the liability in connection with such Third Party Claim which releases the Indemnified Party completely in connection with such Third Party Claim and which does not obligate the Indemnified Party to take or forbear to take any action, unless such action does not materially affect the Indemnified Party. In the event the Indemnifying Party shall assume the defense of any Third Party Claim as provided above, the Indemnified Party shall proceed be entitled to participate in good faith to negotiate a resolution to (but not control) such disputedefense with its own counsel at its own expense. If the Indemnifying Party and does not so assume the defense of any such Third Party Claim, the Indemnified Party cannot resolve may defend and settle the same in such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02manner as it may deem appropriate.

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating Article VII in respect of, arising out of or involving a claim or demand made by any person (other than a party hereto or Affiliate thereof) against the indemnified party (a “Third-Party Claim”), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the factual basis information then available to such indemnified party), of the claim to Third-Party Claim promptly after receipt by such indemnified party of written notice of the extent known by the Indemnified PartyThird-Party Claim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is indemnifying party shall have been actually and materially prejudiced by as a result of such failure. With respect The indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim; provided, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party however, that the Indemnifying Party disputes failure to deliver such claim, copies shall not affect the Indemnifying Party indemnification provided hereunder except to the extent the indemnifying party shall be deemed to have accepted been actually and agreed with materially prejudiced as a result of such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02failure.

Procedures Relating to Indemnification. (a) Any party A Party seeking indemnification under pursuant to Section 6.01 7(b) or Section 7(c), (an “Indemnified Party”) shall promptly give prompt notice to the Party from whom such indemnification is being sought (an the “Indemnifying Party”) notice of the assertion of any matter which such Indemnified Party has determined has given claim or would reasonably be expected to give rise to assessment, or the commencement of any action, suit, audit or proceeding, by a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will give the Indemnifying Party such right of indemnification is claimed or arisesinformation with respect thereto as the Indemnifying Party may reasonably request; provided provided, however, that the no failure to provide give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article VI liability hereunder (except to the extent the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby). With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within twenty (20) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume and control the defense of such Third Party Claim, using counsel selected by the Indemnifying Party that does not involve and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does will not notify be liable to the Indemnified Party within thirty (30) days from its receipt of the notice from for legal expenses subsequently incurred by the Indemnified Party that in connection with the defense thereof. Regardless of whether the Indemnifying Party disputes elects to assume the defense of any such claimThird Party Claim, (a) 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, which shall not be unreasonably withheld, delayed or conditioned and (b) the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned, unless such settlement or judgment involves only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and reimburse the Indemnified Party shall proceed for all its reasonable out-of-pocket expenses in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02connection therewith.

Procedures Relating to Indemnification. A party (athe "indemnified -------------------------------------- party") Any party seeking indemnification under Section 6.01 8.1 or 8.2 in respect of, arising out of or involving a claim or demand made by any person, firm, governmental authority or corporation against the indemnified party (an “Indemnified Party”a "Third Party Claim") shall promptly give notify the indemnifying party in writing of the Third Party from whom indemnification is being sought (an “Indemnifying Party”) Claim within 20 days after receipt by the indemnified party of written notice of any matter which such Indemnified the Third Party has determined has given or would reasonably be expected Claim; however, failure to give rise to a right of such notification shall not affect the indemnification provided under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified PartyArticle, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is indemnifying party shall actually have been materially prejudiced by such the failure. With respect Thereafter, the indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party from indemnified party, the Indemnifying Party that does not involve indemnifying party shall be entitled to participate in the defense of the claim and, if it so chooses, to assume the defense of the claim with counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does indemnifying party shall not notify be liable to the Indemnified Party within thirty (30) days from its receipt indemnified party for any legal expense subsequently incurred by the indemnified party in connection with the defense of the notice from claim, unless the Indemnified named parties to any such Third Party Claim (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have been advised by its counsel that representation of both such parties by the Indemnifying same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicts of interest between them (in which case the indemnifying party shall be required to pay the fees and expenses of separate counsel for the indemnified party). With respect to all Third Party disputes Claims, the indemnified party shall cooperate in all reasonable respects with the indemnifying party in connection with such claims and the defense or compromise of the claims. Such cooperation shall include the retention and (upon the indemnifying party's reasonable request) the provision to the indemnifying party of records and information reasonably relevant to the Third Party Claim, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Section 8.5. If the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not, without first waiving the indemnity as to such claim, admit any liability with respect to, or settle, compromise or discharge, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), without the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02indemnifying party's prior written consent.

Procedures Relating to Indemnification. (a) Any party A Party seeking indemnification under pursuant to Section 6.01 8(b) and Section 8(c), (an “"Indemnified Party”") shall promptly give prompt notice to the Party from whom such indemnification is being sought (an “the "Indemnifying Party”") notice of the assertion of any matter which such Indemnified Party has determined has given claim or would reasonably be expected to give rise to assessment, or the commencement of any action, suit, audit or proceeding, by a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement third party in respect of which indemnity may be sought hereunder (a "Third Party Claim") and will give the Indemnifying Party such right of indemnification is claimed or arisesinformation with respect thereto as the Indemnifying Party may reasonably request; provided PROVIDED, HOWEVER, that the no failure to provide give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article VI liability hereunder (except to the extent the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby). With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party that does not involve a relating to the Third Party Claim, if the . The Indemnifying Party does not notify shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days from its of receipt of the notice from the Indemnified Party that of the commencement of or assertion of any Third Party Claim, to assume and control the defense of such Third Party Claim, using counsel selected by the Indemnifying Party disputes such claimand reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall will not be deemed liable to have accepted and agreed the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. If Regardless of whether the Indemnifying Party has disputed a claim for indemnification (including elects to assume the defense of any such Third Party Claim), 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, which shall not be unreasonably withheld, delayed or conditioned and the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned unless such settlement or judgment involved only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party shall proceed in good faith to negotiate a resolution of, records and information which are reasonably relevant to such dispute. If Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party and shall reimburse the Indemnified Party cannot resolve such dispute for all its reasonable out-of-pocket expenses in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02connection therewith.

Procedures Relating to Indemnification. (a) Any In order for an indemnified party seeking to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating (other than relating to Taxes) in reasonable detail respect of, arising out of or involving a claim or demand made by any person against the factual basis indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party of the claim to Third Party Claim reasonably promptly and in any event within 30 days after receipt by such indemnified party of written notice of the extent known by the Indemnified PartyThird Party Claim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide give such notice notification within such period shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is indemnifying party shall have been actually materially prejudiced by as a result of such failure. With respect If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to any recovery or indemnification sought participate in the defense thereof and, if it so chooses at its sole cost and upon written notice to the indemnified party acknowledging its obligation to indemnify the indemnified party therefore in accordance with the terms of this Agreement (including this Section 6), to assume the defense thereof with counsel selected by an Indemnified Party from the Indemnifying Party that does not involve indemnifying party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does indemnifying party shall not notify be liable to the Indemnified Party within thirty (30) days from its receipt of indemnified party for legal expenses subsequently incurred by the notice from indemnified party in connection with the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimdefense thereof. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim)indemnifying party assumes such defense, the Indemnifying Party indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice counsel employed by the Indemnifying Party, such dispute indemnifying party. The indemnifying party shall be resolved liable for the fees and expenses of counsel employed by arbitration pursuant the indemnified party for any period during which the indemnifying party has failed to Section 7.02.16

Procedures Relating to Indemnification. A In order for a Party to be entitled to seek any indemnification provided for under this Agreement (a) Any party seeking indemnification under Section 6.01 such Party the “Claiming Party”), in respect of a claim or demand made by any Person against the Claiming Party (an a “Indemnified Third Party Claim”), such Claiming Party must notify the indemnifying Party (the “Defending Party”) shall in writing, and in reasonable detail, of the Third Party Claim as promptly give the as reasonably possible after receipt by such Claiming Party from whom indemnification is being sought (an “Indemnifying Party”) of notice of any matter which such Indemnified the Third Party has determined has given or would reasonably be expected Claim; provided that, subject to Section 10.4, failure to give rise to such notification on a right of timely basis shall not affect the indemnification provided under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Defending Party is materially shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the Claiming Party shall deliver to any recovery or indemnification sought the Defending Party, within five business days after the Claiming Party’s receipt of such notification, copies of all notices and documents (including court papers) received by an Indemnified the Claiming Party from relating to the Indemnifying Third Party that does not involve Claim. .B If a Third Party Claim is made against a Claiming Party, the Defending Party shall be entitled to participate in the defense of such Third Party Claim and, if it so chooses, to assume the defense of such Third Party Claim (subject to a reservation of rights) with counsel selected by the Defending Party and reasonably satisfactory to the Claiming Party. Should a Defending Party so elect to assume the defense of a Third Party Claim, if the Indemnifying Defending Party does shall not notify be liable to the Indemnified Claiming Party within thirty (30) days from for legal expenses subsequently incurred by the Claiming Party in connection with the defense of such Third Party Claim. If the Defending Party assumes such defense, the Claiming Party shall have the right to participate in the defense of such Third Party Claim and to employ counsel, at its receipt of the notice own expense, separate from the Indemnified Party counsel employed by the Defending Party, it being understood, however, that the Indemnifying Defending Party disputes shall control such claim, the Indemnifying defense. The Defending Party shall be deemed to have accepted liable for the fees and agreed with expenses of counsel employed by the Claiming Party for any period during which the Defending Party has not assumed the defense of such claimThird Party Claim. If the Indemnifying Defending Party has disputed a claim for indemnification (including chooses to defend any Third Party Claim, then all the Parties to this Agreement shall cooperate in the defense or prosecution of such Third Party Claim, including by retaining and (upon the Defending Party’s request) providing to the Defending Party all records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. The Seller Representative shall act on behalf of all Defending Parties in the case of all Third Party Claims with respect to which Purchaser is seeking indemnification from the Purchaser Representative under Section .2(b), with each Seller responsible for his, her or its allocable share of such costs and expenses in accordance with his, her or its Percentage Interest. Whether or not the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty Seller Representative (30) days after delivery on behalf of the dispute notice by Sellers) shall have assumed the Indemnifying Partydefense of a Third Party Claim, such dispute neither Purchaser nor any of its Affiliates shall be resolved by arbitration pursuant to Section 7.02admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the Seller Representative.

Procedures Relating to Indemnification. (a) Any Each Person to be -------------------------------------- indemnified pursuant to Section 8.2 or 8.3 agrees to give prompt notice to the indemnifying party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give of the Party from whom indemnification is being sought (an “Indemnifying Party”) notice assertion of any matter which claim or the commencement of any suit, action or proceeding brought against it or sought to be collected by a third party from such Indemnified indemnified Person (each a "Third Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating Claim"), in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in ----------------- respect of which indemnity may be sought by such right of indemnification is claimed indemnified Person under Section 8.2 or arises8.3; provided that the failure omission so to provide promptly notify the -------- indemnifying party with respect to a Third Party Claim brought against or sought to be collected from such notice shall indemnified Person will not release relieve the Indemnifying Party indemnifying party from any of its obligations liability which it may have to such indemnified Person under this Article VI Section 8.2 or 8.3 except to the extent the Indemnifying Party is that such failure has materially prejudiced by such failure. With indemnifying party with respect to the defense of such Third Party Claim. The indemnifying Person shall have the right to control the defense of any recovery or indemnification sought by an Indemnified such Third Party from Claim; provided, however, that the Indemnifying Party that does not involve indemnified party -------- ------- shall have the right to control the defense of a Third Party ClaimClaim if such indemnified party shall have provided written notice to the indemnifying Person that such Third Party Claim is an insured event under any policy of insurance then maintained by the indemnified party in which event the indemnifying Person shall have the right to participate in (but not control) the defense of such Third Party Claim and to retain its own counsel in connection therewith, if but the Indemnifying Party does not notify fees and expenses of any such counsel for the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party indemnifying Person shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice borne by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.indemnifying

Procedures Relating to Indemnification. (a) Any party seeking In order for an Indemnitee to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim made by any Person who is not an Indemnitee against the Indemnitee (a "Third Party Claim"), such right Indemnitee must notify the party who may become obligated to provide indemnification hereunder (the "indemnifying party") in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim reasonably promptly, and in any event within 20 business days after receipt by such Indemnitee of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With ; provided further, however, that with respect to any recovery or indemnification sought by an Indemnified Party from matter for which any New Gaylxxx Xxxemnitor is the Indemnifying Party that does not involve a Third Party Claimindemnifying party, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party New Gaylxxx Xxxemnitor shall be deemed to have accepted received notice with respect to all matters by or against any Retained Company that arose prior to, or were otherwise pending at, the Effective Time. After any required notification (if applicable), the Indemnitee shall deliver to the indemnifying party, promptly after the Indemnitee's receipt thereof, copies of all notices and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification documents (including any court papers) received by the Indemnitee relating to the Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

Procedures Relating to Indemnification. In order for a party (athe "indemnified party") Any party seeking to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating (other than under Section 12(a)) in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail the factual basis detail, of the claim to Third Party Claim with reasonable promptness after receipt by such indemnified party of written notice of the extent known by the Indemnified PartyThird Party Claim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, with reasonable promptness after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party from indemnified party, the Indemnifying Party indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided that does such counsel is not involve reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, if (i) the Indemnifying Party does indemnifying party shall not notify be liable to the Indemnified Party within thirty indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof and (30ii) days from the indemnified party shall have the right to participate in the defense thereof and to employ counsel at its receipt of the notice own expense, separate from the Indemnified Party counsel employed by the indemnifying party, it being understood that the Indemnifying Party disputes indemnifying party shall control such claim, the Indemnifying Party defense. The indemnifying party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim liable for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.the

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 Each Person to be indemnified pursuant to Sections 9.1 or ------------ 9.2 hereof (an “the "Indemnified Party”") shall promptly agrees to give prompt notice to the Party from whom indemnification is being sought --- ----------------- indemnifying party (an “the "Indemnifying Party”") notice of the assertion of any matter which such claim, or ------------------ the commencement of any Action, brought against or sought to be collected by a third party from the Indemnified Party has determined has given (each a "Third Party Claim"), in respect ----------------- of which indemnity may be sought by an Indemnified Party under Sections 9.1 or would reasonably be expected ------------ 9.2 hereof; provided, that the omission so to give rise promptly notify the Indemnifying --- -------- Party with respect to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall Third Party Claim will not release relieve the Indemnifying Party from any of its obligations liability that it may have to such Indemnified Party under this Article VI Sections 9.1 or 9.2 hereof, except to the extent that such failure has ------------ --- materially prejudiced such Indemnifying Party with respect to the defense of such Third Party Claim. Upon receiving such notice, the Indemnifying Party is materially prejudiced by such failure. With respect shall be entitled to any recovery or indemnification sought by an assume, at its sole expense, the defense thereof, with counsel reasonably satisfactory to the Indemnified Party and, after written notice from the Indemnifying Party that does not involve a to such Indemnified Party of its election so to assume the defense of such Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party Claim within thirty (30) ten business days from its after receipt of the notice from the Indemnified Party that the Indemnifying of such Third Party disputes such claimClaim, the Indemnifying Party shall not be deemed liable to have accepted and agreed such Indemnified Party hereunder for legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with such claim. If the defense thereof, unless (i) the Indemnifying Party has disputed a claim for indemnification agrees to pay such fees and expenses, or (ii) the Indemnifying Party fails promptly to assume such defense or fails to employ counsel reasonably satisfactory to such Indemnified Party, or (iii) the named parties to any such Third Party Claim (including any Third impleaded parties) include both such Indemnified Party Claimand the Indemnifying Party or an Affiliate of the Indemnifying Party, and a material conflict may exist between such 49 Indemnified Party and the Indemnifying Party or such Affiliate. In the event of any clause (i), (ii) and (iii) of the immediately preceding sentence, if such Indemnified Party notifies the Indemnifying Party in writing, the Indemnifying Party shall not have the right to control the defense thereof and the such Indemnified Party shall proceed have the right to employ its own counsel in good faith to negotiate a resolution to connection with such dispute. If the Indemnifying Third Party Claim and the Indemnified Party cannot resolve reasonable fees and expenses of such dispute in thirty (30) days after delivery of the dispute notice counsel shall be paid, as incurred, by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such dispute Third Party Claim or separate but substantially similar or related Third Party Claims in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties. The Indemnifying Party shall be resolved liable for Damages arising out of any settlement of any Third Party Claim. Neither party, considering the Indemnifying Party as one party and the Indemnified Party as the other party, shall (i) settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Third Party Claim without the consent of the other party, which consent shall not be unreasonably withheld, or (ii) without the prior written consent of the other party effect any settlement or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened proceeding in respect of which such other party is, or with reasonable foreseeability could have been, a party and indemnity could have been sought hereunder by arbitration pursuant such other party for a Third Party Claim brought against or sought to Section 7.02be collected from such other party, unless in the case of either (i) or (ii) immediately above such settlement, compromise, consent to judgment or termination includes an unconditional release of such other party from all liability arising out of such proceeding (provided, that, whether or not such a release is required to be -------- obtained, the Indemnifying Party shall remain liable to such Indemnified Party in accordance with Sections 9.1 or 9.2 hereof in the event that a Third Party ------------ --- Claim is subsequently brought against or sought to be collected from such Indemnified Party). The indemnification required by Sections 9.1 or 9.2 hereof, ------------ --- as the case may be, shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred.

Procedures Relating to Indemnification. In order for a party (athe "indemnified party") Any to be entitled to any indemnification provided for under this Agreement, arising out of or involving a claim or demand made by any person, firm, governmental authority or corporation against the indemnified party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party from whom indemnification is being sought (an “Indemnifying Party”) Claim within 30 days after receipt by such indemnified party of written notice of any matter which such Indemnified the Third Party has determined has given or would reasonably be expected Claim; provided, however, that failure to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period following the end of such 30-day period referred to above in which the indemnified party failed to give such notice and the date on which such notice is given). Thereafter, the indemnified party shall deliver to the indemnifying party, within ten (10) business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is materially prejudiced made against an indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (unless the indemnifying party is also a party to such Third Party Claim and the indemnified party determines in good faith that joint representation would be inappropriate due to a potential conflict of interest) with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Should the indemnifying party be entitled under the preceding sentence to assume the defense of a Third Party Claim and so elect to assume such failuredefense, the indemnifying party will not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. With respect If the indemnifying party assumes such defense, the indemnified party shall have the right to any recovery or indemnification sought by an Indemnified Party participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnifying counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense (except in the circumstances set forth in the parenthetical to the first sentence of this paragraph). The indemnifying party shall be liable for the 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 following the 30-day period referred to in the first sentence of this Section 9(f) in which the indemnified party shall have failed to give notice of the Third Party that does Claim as provided above). If the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not involve the indemnifying party shall have assumed the defense of a Third Party Claim, if the Indemnifying indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party does Claim without the indemnifying party's prior written consent (which consent shall not notify the Indemnified Party within thirty be unreasonably withheld or delayed). (30f) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimThis Section 9 shall not apply to indemnification for taxes, the Indemnifying Party which shall be deemed to have accepted and agreed with such claimgoverned by Section 10. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.0210.

Procedures Relating to Indemnification. In order for a party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the Indemnified Party from whom (a “Third Party Claim”), such Indemnified Party must notify the party responsible for providing indemnification is being sought hereunder (an the “Indemnifying Party”) notice in writing, and in reasonable detail, of any matter which the Third Party Claim within ten (10) business days after receipt by such Indemnified Party has determined has given or would reasonably be expected of written notice of the Third Party Claim; provided, however, that failure to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty failure (30) days from its receipt of the notice from the Indemnified Party except that the Indemnifying Party disputes shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such claimnotice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and document (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be deemed entitled to have accepted participate in the defense thereof and, if it so chooses and agreed acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such claimcounsel is not reasonably objected to by the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim)assumes such defense, the Indemnifying Party and the Indemnified Party shall proceed have the right to participate in good faith the defense thereof and to negotiate a resolution employ counsel (not reasonably objected to by the Indemnifying Party), at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such disputedefense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party canshall not resolve admit any liability with respect to, or settle, compromise or discharge, such dispute in thirty (30) days after delivery of the dispute notice by Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such dispute Third Party Claim, which releases the Indemnifying Party completely in connection with such Third Party Claim and which would not otherwise adversely affect the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be resolved liable for the fees and expenses of counsel incurred by arbitration pursuant the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. The indemnification required by Sections 10.1, 10.2 and 10.3 shall be made by periodic payments of the amount thereof during the course of the investigation, remediation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred. All claims under Sections 10.1, 10.2, or 10.3 other than Third Party Claims shall be governed by Section 7.0210.7 below.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 8.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined and has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 8.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including but not limited to any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.029.4.

Procedures Relating to Indemnification. In order for a party (athe "indemnified party") Any party seeking to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim or demand made by any person, firm, governmental authority or corporation against the indemnified party (a "Third-Party Claim"), such right indemnified party must notify the indemnifying party in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third-Party Claim within ten (10) Target Business days after receipt by such indemnified party of written notice of the Third-Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) Target Business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. 36 If a Third-Party Claim is materially prejudiced made against an indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by such failurethe indemnifying party. With respect Should the indemnifying party so elect to any recovery or indemnification sought by an Indemnified Party from assume the Indemnifying Party that does not involve defense of a Third Third-Party Claim, if the Indemnifying Party does indemnifying party will not notify be liable to the Indemnified Party within thirty (30) days from its receipt of indemnified party for legal fees and expenses subsequently incurred by the notice from indemnified party in connection with the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimdefense thereof. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim)indemnifying party assumes such defense, the Indemnifying indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the 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 failed to give notice of the Third-Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such disputeClaim as provided above). If the Indemnifying indemnifying party chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnified indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third-Party canClaim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not resolve such dispute in thirty (30) days after delivery the indemnifying party shall have assumed the defense of a Third-Party Claim, the dispute notice by the Indemnifying Partyindemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such dispute Third-Party Claim without the indemnifying party's prior written consent (which consent shall not be resolved by arbitration pursuant to Section 7.02unreasonably withheld).

Procedures Relating to Indemnification. (a) Any party seeking Whenever a claim shall arise for indemnification under Section 6.01 (an “7.1 or 7.2, the Indemnified Party”) Party shall promptly give notify the party from which indemnification is sought (the "Indemnifying Party") of such claim and, when known, the facts constituting the basis for such claim. Failure to promptly notify the Indemnifying Party shall not relieve such Indemnifying Party from whom indemnification is being sought any liability it may have under Section 7.1 or 7.2, as the case may be, except to the extent such Indemnifying Party shall have been prejudiced by such failure; provided that any costs and expenses (an “Indemnifying Party”) notice including the fees and expenses of any matter which consultants, attorneys, accountants or other persons) incurred by such Indemnified Party has determined has given or would reasonably prior to the date of such notice shall be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail solely for the factual basis account of the claim Indemnified Party and not the Indemnifying Party. In order for an Indemnified Party to the extent known by the Indemnified Party, and containing a reference be entitled to the provisions of any indemnification provided for under this Agreement in respect of, arising out of which or involving a claim made by any person against the Indemnified Party (a "Third Party Claim"), such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release Indemnified Party must notify the Indemnifying Party from any in writing (the "Indemnification Notice"), and in reasonable detail, of its obligations under this Article VI the Third Party Claim within ten (10) business days after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimThereafter, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith deliver to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved within ten (10) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by arbitration pursuant the Indemnified Party relating to Section 7.02the Third Party Claim.

Procedures Relating to Indemnification. In order for a Party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification from one of the Party from whom indemnification is being sought other Parties pursuant to Section 10.1 or Section 10.2 (an the “Indemnifying Party”) notice of any matter which or as otherwise provided for under this Agreement with respect to a Third Party Claim, such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release must notify the Indemnifying Party from any in writing of its obligations under this Article VI the Third Party Claim within 15 days after receipt by such Indemnified Party of such written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party will be entitled to participate in the defense of a Third Party Claim made against an Indemnified Party and, if it so chooses and admits liability under the indemnity, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, with respect to any recovery or indemnification sought such assumption, such counsel is not reasonably objected to by an the Indemnified Party from and the Indemnifying Party that does not involve notifies the Indemnified Party of its intention to assume such defense within 60 days of receipt of notice of a Third Party Claim, if . Should the Indemnifying Party does not notify so elect to assume the Indemnified defense of a Third Party within thirty (30) days from its receipt of the notice from the Indemnified Party that Claim and for so long as the Indemnifying Party disputes diligently pursues the defense of such claim, the Indemnifying Party shall will not be deemed liable to have accepted and agreed the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. If the Indemnifying Party has disputed elects to assume the defense of a claim for indemnification Third Party Claim, the Indemnified Party (including a) will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (b) will not admit liability with respect to, or settle, compromise or discharge, any Third Party Claim)Claim without the Indemnifying Party’s prior written consent and (c) will agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full settlement amount of the liability in connection with such Third Party Claim which releases the Indemnified Party completely in connection with such Third Party Claim and which does not obligate the Indemnified Party to take or forbear to take any action, unless such action does not materially affect the Indemnified Party. In the event the Indemnifying Party shall assume the defense of any Third Party Claim as provided above, the Indemnified Party shall proceed be entitled to participate in good faith to negotiate a resolution to (but not control) such disputedefense with its own counsel at its own expense. If the Indemnifying Party and does not so assume the defense of any such Third Party Claim, the Indemnified Party cannot resolve may defend and settle the same in such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02manner as it may deem appropriate.

Procedures Relating to Indemnification. (a) Any a)Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

Procedures Relating to Indemnification. (a) Any In order for a party seeking indemnification under Section 6.01 (an “the "Indemnified Party”") shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given provided for under Paragraph 6.1 or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions 6.2 of this Agreement in respect of, arising out of, or involving a Claim (as hereinafter defined) or demand made by any person, firm, governmental authority or corporation against the Indemnified Party (a "Claim" or a "Third Party Claim"), such Indemnified Party shall notify the indemnifying party as soon as practicable following receipt of which such right written notice of indemnification is claimed or arisessaid Third Party Claim; provided provided, however, that the failure to provide give or delay in giving such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failurefailure or delay. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimThereafter, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith deliver to negotiate a resolution to such dispute. If the Indemnifying Party indemnifying party, as soon as practicable following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party cannot resolve such dispute relating to the Third Party Claim. In providing notice to the indemnifying party, the Indemnified party acknowledges its responsibility to provide said notice as promptly as possible in thirty (30) days after delivery of order that the dispute notice indemnifying party shall be able to engage counsel and to submit appropriate answers to any Third Party Claim within the time period required by law. Notice with respect to any claims must be made by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02dates specified in Paragraph 7 of this Agreement.

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating ARTICLE VIII in respect of, arising out of or involving a claim or demand made by any Person (other than a party hereto or Affiliate thereof) against the indemnified party (a “Third-Party Claim”), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the factual basis information then available to such indemnified party), of the claim to Third-Party Claim promptly after receipt by such indemnified party of written notice of the extent known by the Indemnified PartyThird-Party Claim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect The indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim; provided, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party however, that the Indemnifying Party disputes failure to deliver such claim, copies shall not affect the Indemnifying Party indemnification provided hereunder except to the extent the indemnifying party shall be deemed to have accepted and agreed with been actually prejudiced as a result of such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02failure.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.0210.3.

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating Article VII in respect of, arising out of or involving a claim or demand made by any Person (other than a party hereto or Affiliate -42- thereof) against the indemnified party (a "Third-Party Claim"), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the factual basis information then available to such indemnified party), of the claim to Third-Party Claim promptly after receipt by such indemnified party of written notice of the extent known by the Indemnified PartyThird-Party Claim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect The indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim; provided, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party however, that the Indemnifying Party disputes failure to deliver such claim, copies shall not affect the Indemnifying Party indemnification provided hereunder except to the extent the indemnifying party shall be deemed to have accepted and agreed with been actually prejudiced as a result of such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02failure.

Procedures Relating to Indemnification. (a) Any Subject to Section 9.1, a claim or demand made by any Person for any matter not including a Third Party Claim may be asserted by reasonably prompt written notice to the party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “it being understood that any notice to the Sellers’ Representative shall serve as a notice to any Seller), setting forth in reasonable detail (to the extent known at such time) the nature of the claim; provided, however, that failure to give such prompt written notice to the Indemnifying Party”) notice of any matter which such Party shall not preclude the Indemnified Party has determined has given from any indemnification which it may claim in accordance with this ARTICLE 9, except to the extent (and only to the extent) that the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or would reasonably be expected circumstance alleged to give rise to a right of indemnification under this Agreement stating the claim, and whether and to what extent any amount is payable in reasonable detail the factual basis respect of the claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the extent known by Company’s premises and personnel and the Indemnified Partyright to examine and copy any accounts, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed documents or arises; provided that the failure to provide such notice shall not release records) as the Indemnifying Party from or any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failureprofessional advisors may reasonably request. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if If the Indemnifying Party does not notify the Indemnified Party so respond within such thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimday period, the Indemnifying Party shall be deemed to have accepted and agreed with rejected such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and in which case the Indemnified Party shall proceed in good faith be free to negotiate a resolution pursue such remedies as may be available to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery on the terms and subject to the provisions of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02this Agreement.

Procedures Relating to Indemnification. Except as to matters -------------------------------------- covered by Sections 10.4(c) and (a) Any d), in the event that any lawsuit, enforcement action, or other proceeding is filed against an Indemnified Party with respect to any third-party seeking indemnification under Section 6.01 claim or the Indemnified Party receives notice of, or becomes aware of, a condition or event which otherwise entitles or may entitle such party to the benefit of any indemnity hereunder, written notice thereof (an “Indemnified Party”the "Claim Notice") shall be given to the Indemnifying Party in good faith, as promptly give the Party from whom indemnification is being sought as practicable and in any event within ten (an “Indemnifying Party”10) business days after receipt of notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis service of the claim to the extent known by the Indemnified Partynotice, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed complaint, citation or arisessummons; provided that the failure of an Indemnified Party to provide give such notice Claim Notice shall not release relieve the Indemnifying Party from any of its obligations under this Article VI Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failurefailure to give such Claim Notice. With respect Notwithstanding the foregoing, a Claim Notice that relates to any recovery a representation or indemnification sought by an Indemnified Party from warranty that is subject to a survival period set forth in Section 11.1 must be made within such survival period, whether or not the Indemnifying Party is prejudiced by any failure to give the Claim Notice. The Claim Notice shall describe in reasonable detail the nature of the claim, including an estimate, to the extent readily available, of the amount of Damages that does not involve a Third Party Claim, if the Indemnifying Party does not notify have been or may be suffered or incurred by the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes attributable to such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If basis of the Indemnifying Party has disputed a claim Indemnified Party's request for indemnification (including any Third Party Claim), the Indemnifying Party under this Agreement and all information in the Indemnified Party shall proceed in good faith to negotiate a resolution Party's possession relating to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall claim which can be resolved by arbitration pursuant to Section 7.02reasonably provided without undue delay or expense.

Procedures Relating to Indemnification. (a) Any party A Party seeking indemnification under pursuant to Section 6.01 8(b) or Section 8(c), (an “Indemnified Party”) shall promptly give prompt notice to the Party from whom such indemnification is being sought (an the “Indemnifying Party”) notice of the assertion of any matter which such Indemnified Party has determined has given claim or would reasonably be expected to give rise to assessment, or the commencement of any action, suit, audit or proceeding, by a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will give the Indemnifying Party such right of indemnification is claimed or arisesinformation with respect thereto as the Indemnifying Party may reasonably request; provided provided, however, that the no failure to provide give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article VI liability hereunder (except to the extent the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby). With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party that does not involve a relating to the Third Party Claim, if the . The Indemnifying Party does not notify shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party within thirty (30) days from its of receipt of the notice from the Indemnified Party that of the commencement of or assertion of any Third Party Claim, to assume and control the defense of such Third Party Claim, using counsel selected by the Indemnifying Party disputes and reasonably acceptable to the Indemnified Party, so long as the Indemnifying Party shall have confirmed in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to such claimThird Party Claim, the Indemnified Party shall not have given the Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion, that a conflict of interest makes separate representation by the Indemnified Party’s own counsel advisable, which counsel shall be selected solely by the Indemnified Party; and such Third Party Claim involves only money damages and does not seek an injunction or other equitable relief. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall will not be deemed liable to have accepted and agreed the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. If Regardless of whether the Indemnifying Party has disputed a claim for indemnification (including elects to assume the defense of any such Third Party Claim), (a) 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, which shall not be unreasonably withheld, delayed or conditioned and (b) the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned, unless in each case such settlement or judgment involves only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party shall proceed in good faith to negotiate a resolution of, records and information which are reasonably relevant to such dispute. If Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party and shall reimburse the Indemnified Party cannot resolve such dispute for all its reasonable out-of-pocket expenses in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02connection therewith.

Procedures Relating to Indemnification. (a) Any A party seeking indemnification under Section 6.01 pursuant to Sections 5.1 or 5.2 (an “"Indemnified Party”") shall promptly give prompt notice to the Party other party from whom such indemnification is being sought (an “the "Indemnifying Party”") notice of the assertion of any matter which claim or assessment (but in no event shall such notice be given later than 30 days after a senior officer of such Indemnified Party has determined has given actual knowledge of such claim or would reasonably assessment), and shall notify the Indemnifying Party of the commencement of any action, suit, audit or proceeding by a third party in respect of which indemnity may be expected to give rise to sought hereunder (a right "Third Party Claim") within 30 days of indemnification under this Agreement stating such commencement. Any such notice shall specify in reasonable detail the factual basis of claim, assessment, action, suit, audit or proceeding. The Indemnified Party will give the claim Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request. Thereafter, the Indemnified Party shall deliver to the extent known Indemnifying Party, within five business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party, and containing a reference Party relating to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that Third Party Claim. If the failure Third Party Claim involves (and continues to provide such notice shall not release involve) solely monetary damages, the Indemnifying Party from any of its obligations under this Article VI except shall have the right, exercisable by written notice (the "Notice") to the extent Indemnified Party at any time following receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party. Should the Indemnifying Party is materially prejudiced by such failure. With respect so elect to any recovery or indemnification sought by an Indemnified Party from assume the Indemnifying Party that does not involve defense of a Third Party Claim, if the Indemnifying Party does will not notify be liable to the Indemnified Party within thirty (30) days from its receipt of the notice from for legal expenses subsequently incurred by the Indemnified Party that in connection with the defense thereof. Regardless of whether the Indemnifying Party disputes elects to assume the defense of any such claimThird Party Claim, 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. The Indemnifying Party or the Indemnified Party, as the case may be, shall be deemed in any event have the right to have accepted and agreed with such claim. If participate, at its own expense, in the Indemnifying Party has disputed a claim for indemnification (including defense of any Third Party Claim)Claim which the other is defending; provided, however, that if the parties in any action shall include both an Indemnifying Party and an Indemnified Party, and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If have received written advice of counsel that counsel selected by the Indemnifying Party and has a conflict of interest under applicable standards of professional responsibility because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party cannot resolve shall have the right to select one separate counsel to participate in the defense of such dispute in thirty (30) days after delivery action on its behalf, at the expense of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating ARTICLE VII in respect of, arising out of or involving a claim or demand made by any person (other than a party hereto or Affiliate thereof) against the indemnified party (a “Third-Party Claim”), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the factual basis information then available to such indemnified party), of the claim to Third-Party Claim promptly after receipt by such indemnified party of written notice of the extent known by the Indemnified PartyThird-Party Claim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is indemnifying party shall have been actually and materially prejudiced by as a result of such failure. With respect The indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim; provided, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party however, that the Indemnifying Party disputes failure to deliver such claim, copies shall not affect the Indemnifying Party indemnification provided hereunder except to the extent the indemnifying party shall be deemed to have accepted been actually and agreed with materially prejudiced as a result of such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02failure.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 7.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 7.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.028.3.

Procedures Relating to Indemnification. In order for a party (a) Any party seeking indemnification under Section 6.01 (an “the "Indemnified Party”") shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a Claim made by any person against the Indemnified Party (a "Third Party Claim"), such right Indemnified Party must notify the indemnifying party in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim within 30 business days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is indemnifying party demonstrates that it has been actually materially prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimThereafter, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed deliver to the indemnifying party, within ten business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the indemnifying party shall be entitled to participate in good faith the defense thereof and, if it so chooses and acknowledges its obligation to negotiate a resolution indemnify the Indemnified Party therefor, to such disputeassume the defense thereof with counsel selected by the indemnifying party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party and indemnifying party assumes such defense, the Indemnified Party cannot resolve such dispute shall have the right to participate in thirty (30) days after delivery of the dispute notice defense thereof and to employ counsel at its own expense, separate from the counsel employed by the Indemnifying Party, such dispute indemnifying party. The indemnifying party shall be resolved liable for the fees and expenses of counsel employed by arbitration pursuant the Indemnified Party for any period during which the indemnifying party has failed to Section 7.02assume the defense thereof.

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations for under this Article VI XIV in respect of, arising out of or involving a claim or demand made by any Person (other than a party hereto or Affiliate thereof) against the indemnified party (a “Third-Party Claim”), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail, providing the facts giving rise to the claim, the amount sought, the basis for the claim and supporting documentation (if and when available) and stating the basis for the indemnification sought (taking into account the information then available to such indemnified party), of the Third-Party Claim promptly after receipt by such indemnified party of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect The indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim; provided, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party however, that the Indemnifying Party disputes failure to deliver such claim, copies shall not affect the Indemnifying Party indemnification provided hereunder except to the extent the indemnifying party shall be deemed to have accepted and agreed with been actually prejudiced as a result of such claimfailure. If the Indemnifying Party has disputed indemnified party makes an insurance claim, it shall promptly thereafter provide a copy of such claim for indemnification (including any Third Party Claim), to the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02indemnifying party.

Procedures Relating to Indemnification. (a) Any A party seeking entitled to indemnification under Section 6.01 (hereunder shall herein be referred to as an “Indemnified Party”) .” A party obligated to indemnify an Indemnified Party hereunder shall promptly give the Party from whom indemnification is being sought (herein be referred to as an “Indemnifying Party”.” As soon as is reasonable after an Indemnified Party either (i) receives notice of any matter claim or the commencement of any action by any third party which such Indemnified Party has determined has given or would reasonably be expected to believes may give rise to a right of claim for indemnification from an Indemnifying Party hereunder (a “Third Party Claim”) or (ii) sustains any Loss not involving a Third Party Claim or action which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against an Indemnifying Party under this Agreement stating Article VII notify such Indemnifying Party in writing of such claim, action or Loss, as the case may be; provided, however, that failure to notify Indemnifying Party shall not relieve Indemnifying Party of its indemnity obligation, except to the extent Indemnifying Party is actually prejudiced in its defense of the action by such failure. Any such notification must be in writing and must state in reasonable detail the factual nature and basis of the claim claim, action or Loss, to the extent known by known. Except as provided in this Section 7.6, Indemnifying Party shall have the Indemnified Partyright to contest, and containing a reference to the provisions of this Agreement in respect of defend, litigate or settle any such Third Party Claim which such right of indemnification is claimed or arisesinvolves solely monetary damages; provided that the failure Indemnifying Party shall have notified the Indemnified Party in writing of its intention to provide such do so within 15 days of the Indemnified Party having given notice shall not release of the Third Party Claim to the Indemnifying Party; provided, that the Indemnifying Party from any of its obligations under this Article VI except to shall diligently contest the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim. The Indemnified Party shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the Indemnifying Party; provided, that the Indemnified Party shall be entitled to reimbursement thereafter if the Indemnifying Party does not notify shall lose its right to contest, defend, litigate and settle the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), Claim or if representation of the Indemnifying Party and the Indemnified Party shall proceed by the same counsel would, in good faith to negotiate the reasonable opinion of such counsel, constitute a resolution to such dispute. If the Indemnifying Party and the Indemnified Party conflict of interest that cannot resolve such dispute in thirty (30) days after delivery be waived under applicable standards of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02professional conduct.

Procedures Relating to Indemnification. (a) Any In the event that a third party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given files a lawsuit, enforcement action or would reasonably be expected other proceeding against a party entitled to give rise to a right of indemnification under this Agreement stating Article VIII (an ‘‘Indemnified Party’’) or the Indemnified Party receives notice of, or becomes aware of a condition or event which otherwise entitles such party to the benefit of any indemnity hereunder in connection with a claim by a third party (a ‘‘Third Party Claim’’), the Indemnified Party shall give written notice thereof (the ‘‘Claim Notice’’) promptly to each party obligated to provide indemnification pursuant to this Article VIII (an ‘‘Indemnifying Party’’). All claims for indemnification by the Indemnified Party shall be bona fide. The Claim Notice shall describe in reasonable detail the factual nature of the Claim, including an estimate, if practicable, of the amount of damages that have been or may be suffered or incurred by the Indemnified Party attributable to such Claim and the basis of the claim Indemnified Party's request for indemnification under this Agreement. Notwithstanding the foregoing, failure by an Indemnified Party to provide notice on a timely basis of a Third Party Claim shall not relieve the Indemnifying Party of its obligations hereunder, unless, and then solely to the extent known by the Indemnified Partythat, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02thereby.

Procedures Relating to Indemnification. (a) Any party seeking In order for an Indemnitee to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim made by any Person who is not an Indemnitee against the Indemnitee (a "Third Party Claim"), such right Indemnitee must notify the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim reasonably promptly, and in any event within 20 business days after receipt by such Indemnitee of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is shall have been actually and materially prejudiced by as a result of such failure. With ; provided further, however, that with respect to any recovery or indemnification sought by an Indemnified Third Party from Claim for which Newco Indemnitor is the Indemnifying Party that does not involve a Third Party ClaimParty, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed received notice with respect to such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party ClaimClaim by or against Aduddell Roofing for which the Company received notice before txx Xxxxctive Time. After any required notification (if applicable), the Indemnifying Party and the Indemnified Party Indemnitee shall proceed in good faith deliver to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved promptly after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by arbitration pursuant the Indemnitee relating to Section 7.02the Third Party Claim.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice in writing of any matter which such Indemnified Party has determined has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.0210.3.

Procedures Relating to Indemnification. In order for a party (a) Any party seeking indemnification under Section 6.01 (an “the -------------------------------------- "Indemnified Party”") shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of ------------------- this Agreement in respect of, arising out of which or involving a claim or demand made by any person against the Indemnified Party (a "Third Party Claim"), such right ------------------- Indemnified Party must notify the indemnifying party in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim within 10 business days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI ----------------- indemnification provided hereunder except to the extent the Indemnifying indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five business days after the Indemnified Party's receipt thereof, copies of all notices and document (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is materially prejudiced by such failure. With respect to any recovery or indemnification sought by made against an Indemnified Party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party from therefor, to assume the Indemnifying Party defense thereof with counsel selected by the indemnifying party; provided that does such counsel is not involve reasonably objected to by -------- the Indemnified Party. Should the indemnifying parity so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does indemnifying party shall not notify be liable to the Indemnified Party within thirty (30) days from its receipt of the notice from for legal expenses subsequently incurred by the Indemnified Party that in connection with the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimdefense thereof. If the Indemnifying indemnifying party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has disputed a claim for indemnification failed to assume the defense thereof (including other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim), all of the Indemnifying indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall proceed in good faith to negotiate a resolution to not admit any liability with respect to, or settle, compromise or discharge, such disputeThird Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying indemnifying party shall have assumed the defense of a Third Party and Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnifying party completely in connection with such Third Party Claim and which would not otherwise adversely affect the Indemnified Party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot resolve be separated from any related claim for money damages. If such dispute in thirty (30) days after delivery equitable relief or other relief portion of the dispute notice by Third Party Claim can be so separated from that for money damages, the Indemnifying Party, such dispute indemnifying party shall be resolved entitled to assume the defense of the portion relating to money damages. The indemnification required by arbitration pursuant to Sections 13.1, 13.2 and 13.3 shall be ------------- ---- ---- made by periodic payments of the amount thereof during the course of the investigation, remediation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred. All claims under Sections 13.1, ------------- 13.2, or 13.3 other than Third Party Claims shall be governed by Section 7.0213.7 ---- ---- ------------ below.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimClaim (as defined herein), if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

Procedures Relating to Indemnification. In order for a party (athe "indemnified party") Any to be entitled to any indemnification provided for under this Agreement, arising out of or involving a claim or demand made by any person, firm, governmental authority or corporation against the indemnified party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party from whom indemnification is being sought (an “Indemnifying Party”) Claim within 30 days after receipt by such indemnified party of written notice of any matter which such Indemnified the Third Party has determined has given or would reasonably be expected Claim; provided, however, that failure to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period following the end of such 30-day period referred to above in which the indemnified party failed to give such notice and the date on which such notice is given). Thereafter, the indemnified party shall deliver to the indemnifying party, within ten (10) business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is materially prejudiced made against an indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (unless the indemnifying party is also a party to such Third Party Claim and the indemnified party determines in good faith that joint representation would be inappropriate due to a potential conflict of interest) with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Should the indemnifying party be entitled under the preceding sentence to assume the defense of a Third Party Claim and so elect to assume such failuredefense, the indemnifying party will not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. With respect If the indemnifying party assumes such defense, the indemnified party shall have the right to any recovery or indemnification sought by an Indemnified Party participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnifying counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense (except in the circumstances set forth in the parenthetical to the first sentence of this paragraph). The indemnifying party shall be liable for the 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 following the 30-day period referred to in the first sentence of this Section 10(e) in which the indemnified party shall have failed to give notice of the Third Party that does Claim as provided above). If the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not involve the indemnifying party shall have assumed the defense of a Third Party Claim, if the Indemnifying indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party does Claim without the indemnifying party's prior written consent (which consent shall not notify the Indemnified Party within thirty be unreasonably withheld or delayed). (30f) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimThis Section 10 shall not apply to indemnification for taxes, the Indemnifying Party which shall be deemed to have accepted and agreed with such claimgoverned by Section 11. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.0211.

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating Article XII in respect of, arising out of or involving a claim or demand made by any person (other than a party hereto or Affiliate thereof) against the indemnified party (a "Third-Party Claim"), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the factual basis information then available to such indemnified party), of the Third-Party Claim, including an estimate of the Losses actually incurred to date, the amount of such claim and the basis thereof and including copies of all applicable documents relating to such claim promptly after receipt by such indemnified party of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except (i) to the extent known the indemnifying party shall have been actually and materially prejudiced as a result of such failure, and then only to such extent, or (ii) if the applicable survival period contemplated by Section 12.01 has expired. The indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party, and containing a reference indemnified party relating to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesThird-Party Claim; provided provided, however, that the failure to provide deliver such notice copies shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is indemnifying party shall have been actually and materially prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

Procedures Relating to Indemnification. (a) Any In order for an indemnified party seeking to be entitled to any indemnification provided for under Section 6.01 this ‎Article 10 in respect of, arising out of or involving a claim or demand made by any Person (an other than a Party or Affiliate thereof) against the indemnified party (a “Indemnified PartyThird-Party Claim”) shall ), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third-Party Claim as promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) as reasonably practicable after receipt by such indemnified party of written notice of any matter which such Indemnified the Third-Party has determined has given or would reasonably be expected Claim, except that failure to give rise to a right of such notification will not affect the indemnification provided under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party indemnifying party is materially actually prejudiced by as a result of such failure. With respect The indemnified party will deliver to the indemnifying party, within five Business Days after the indemnified party’s receipt thereof, copies of all material notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. (b) If a Third-Party Claim that is exclusively for civil monetary damages pursuant to the terms of this Agreement is made against an indemnified party, and if the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party against any recovery and all Covered Losses that may result from such Third-Party Claim, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party at the expense of the indemnifying party Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim for equitable relief or indemnification sought by an Indemnified Party from any claim that would impose criminal liability or damages, and the Indemnifying Party that does not involve a indemnified party shall have the right to defend, at the expense of the indemnifying party, any such Third Party Claim. Should the -61- NAI-1502820106v1 indemnifying party so elect to assume the defense of a Third-Party Claim, the indemnifying party will not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party or (ii) the named parties to the Third-Party Claim (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party reasonably determines that representation by counsel to the indemnifying party of both the indemnifying party and such indemnified party may present such counsel with a conflict of interest. If the indemnifying party assumes such defense, the indemnified party will have the right to participate in the defense thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such defense. The indemnifying party will be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend any Third-Party Claim, all the Parties will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third-Party Claim, and the use of reasonable efforts to make employees available on a mutually convenient basis, without charge, to provide additional information and explanation of any material provided under this ‎Section 10.04(b). Whether or not the indemnifying party will have assumed the defense of a Third-Party Claim, neither the indemnified party nor any of its Affiliates will admit any Liability with respect to, consent to the entry of judgment, or settle, compromise or discharge, such Third-Party Claim without the indemnifying party’s prior written consent (which consent will not be unreasonably withheld). If the indemnifying party assumes the defense of any Third-Party Claim, the indemnifying party shall not, without the prior written consent of the indemnified party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third-Party Claim if the Indemnifying Party such settlement, compromise or judgment (i) does not include an unconditional written release by the claimant or plaintiff of the indemnified party from all liability in respect of such Third‑Party Claim, (ii) subjects the indemnified party to any injunctive relief or other equitable remedy, other than solely the payment of money damages for which the indemnified party will be indemnified hereunder, or (iii) includes a statement or admission of fault, culpability or failure to act by or on behalf of any indemnified party. (c) If any indemnified party desires to assert any claim for indemnification provided under this ‎Article 10 other than a claim in respect of, arising out of or involving a Third-Party Claim, such indemnified party will notify the Indemnified Party within thirty indemnifying party in writing, and in reasonable detail (30) days from its receipt taking into account the information then available to such indemnified party), of such claim promptly after becoming aware of the notice from the Indemnified Party that the Indemnifying Party disputes existence of such claim, except that the Indemnifying failure of an indemnified party to notify the indemnifying party will relieve the indemnifying party from its obligation to indemnify only to the extent that the indemnifying party is actually prejudiced as a result of such failure. -62- NAI-1502820106v1 (d) Mitigation. Purchaser and Seller will reasonably cooperate with each other with respect to resolving any claim or Liability with respect to which one Party shall be deemed is obligated to have accepted and agreed with such claimindemnify the other Party under this Agreement. If Nothing in this Agreement in any way restricts or limits the Indemnifying Party has disputed a claim for indemnification (including general obligation under applicable Law of an indemnified party to use reasonable efforts to mitigate any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such disputeloss it may suffer or incur. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.0210.05.

Procedures Relating to Indemnification. (ai) Any A party seeking indemnification under pursuant to Section 6.01 13(a) or 13(b) (an “"Indemnified Party”") shall promptly give prompt notice to the Party party from whom such indemnification is being sought (an “the "Indemnifying Party”") notice of the assertion of any matter which such Indemnified claim or assessment, and shall notify the Indemnifying Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known commencement of any action, suit, audit or proceeding by the Indemnified Party, and containing a reference to the provisions of this Agreement third party in respect of which indemnity may be sought hereunder (a "Third Party Claim") within 30 days of such right party receiving written notice of indemnification is claimed or arises; provided that the failure to provide such notice shall not release commencement. The Indemnified Party will give the Indemnifying Party from any of its obligations under this Article VI except to the extent such information with respect thereto as the Indemnifying Party is materially prejudiced by such failuremay reasonably request. With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within 15 days following receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party that does not involve (and reasonably satisfactory to the Indemnified Party). Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does will not notify be liable to the Indemnified Party within thirty (30) days from its receipt of the notice from for legal expenses subsequently incurred by the Indemnified Party that in connection with the defense thereof unless the defense of such claim by counsel to the Indemnifying Party disputes presents such claimcounsel with a conflict of interest (other than in respect of the indemnity obligation of the Indemnifying Party). Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, except as set forth in Section 13(d)(iii) below, neither the Indemnified Party nor the Indemnifying Party shall be deemed to have accepted and agreed admit any liability with respect to, or settle, compromise or discharge, such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), Claim without the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02other party's prior written consent.

Procedures Relating to Indemnification. (a) Any party seeking If an Indemnified Party shall desire to assert any claim for indemnification provided for under Section 6.01 this ARTICLE VIII in respect of, arising out of or involving a claim or demand made by any Person (an other than a Party hereto or Affiliate thereof) against the Indemnified Party (a “Indemnified PartyThird-Party Claim”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which ), such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating shall notify the Representatives in writing (in reasonable detail taking into account the factual basis information then available to such Indemnified Party) of the claim to Third-Party Claim promptly after receipt by such Indemnified Party of written notice of the extent known by the Indemnified PartyThird-Party Claim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party or parties shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an The Indemnified Party from shall deliver to the Indemnifying Party that does not involve a Third Party ClaimRepresentatives, if promptly after the Indemnifying Party does not notify Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party within thirty (30) days from its relating to the Third-Party Claim; provided, however, that the failure to deliver such copies shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. The Representatives shall promptly notify all applicable indemnifying parties of any such claim upon Representatives’ receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02same as prescribed hereby.

Procedures Relating to Indemnification. (a) Any No claim for indemnification will arise until notice thereof is given to the party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification indemnity is being sought (an “Indemnifying Party”) notice of sought. In the event that any matter which such Indemnified Party has determined has given legal proceedings shall be instituted or would reasonably any claim or demand be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known asserted by the Indemnified Party, and containing a reference to the provisions of this Agreement any third party in respect of which Seller on the one hand, or Buyer on the other hand, may have an obligation to indemnify the other(s), the party asserting such right to indemnity shall give or cause to be given to the party from whom indemnity may be sought written notice thereof (including the facts constituting the basis therefor) and such party shall have the right, at its option and expense, to be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the party asserting such right to indemnity, unless the party from whom indemnity is sought irrevocably acknowledges full and complete responsibility for indemnification is claimed or arises; provided that of the failure party asserting such right to provide indemnity, in which case such notice shall not release the Indemnifying Party from any party may assume such control through counsel of its obligations under this Article VI except choice. The parties agree to cooperate fully with each other in connection with the extent the Indemnifying Party is materially prejudiced by defense, negotiation or settlement of any such failure. With respect to any recovery third party legal proceeding, claim or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claimdemand; provided, however, if the Indemnifying Party does not notify indemnifying party has assumed the Indemnified Party within thirty (30) days from its receipt defense of the notice from the Indemnified Party that the Indemnifying Party disputes such a third party claim, the Indemnifying Party indemnifying party shall be deemed not, without the written consent of the indemnified party, enter into any settlement, compromise or discharge or consent to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (entry of any judgment which imposes any expense, obligation or restriction upon the indemnified party, includes any obligations on the part of the indemnified party to take any future actions, or requires the indemnified party to admit or acknowledge to any fact or event, including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery violation of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02law.

Procedures Relating to Indemnification. (a) Any party seeking In order for an Indemnitee to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim made by any Person who is not an Indemnitee against such right Indemnitee (a "Third Party Claim"), such Indemnitee must notify the party who may become obligated to provide indemnification hereunder (the "indemnifying party") in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim reasonably promptly, and in any event within fifteen business days after receipt by such Indemnitee of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With ; provided further, however, that with respect to any recovery or indemnification sought by an Indemnified Party from matter for which American Tower is the Indemnifying Party that does not involve a Third Party Claimindemnifying party, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party American Tower shall be deemed to have accepted received notice with respect to all matters by or against American or any Subsidiary of American that arose prior to, or were otherwise pending at, the earlier to occur of the Tower Merger Effective Time and agreed with such claimthe Effective Time. If After any required notification (if applicable), the Indemnifying Party has disputed a claim for indemnification Indemnitee shall deliver to the indemnifying party, promptly after the Indemnitee's receipt thereof, copies of all notices and documents (including any court papers) received by the Indemnitee relating to the Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

Procedures Relating to Indemnification. (a) Any party Promptly after receipt by a person seeking indemnification under pursuant to Section 6.01 6.1 or Section 6.2 of this Agreement (an “Indemnified Party”) shall promptly give the Party from whom of written notice of any investigation, claim, proceeding or other claim, action or suit in respect of which indemnification is being sought (an each, a “Claim”), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to Section 6.1 or Section 6.2 of this Agreement is being sought (the “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Partycommencement thereof; PROVIDED, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided HOWEVER, that the failure to provide give or delay in giving such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failurefailure or delay. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimThereafter, if the Indemnifying Party does not notify the Indemnified Party within thirty shall deliver to the Indemnifying Party, as soon as practicable following the Indemnified Party’s receipt thereof, copies of all notices and documents (30including court papers) days from its receipt of the notice from received by the Indemnified Party that relating to the Claim. In providing notice to the Indemnifying Party, the Indemnified Party disputes such claim, acknowledges its responsibility to provide said notice as promptly as possible in order that the Indemnifying Party shall be deemed able to have accepted engage counsel and agreed with such claim. If to submit appropriate answers to any Claim within the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice time period required by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02law.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 8.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 8.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.029.3.