Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification. Any claims (Except Under ---------------------------------------------------- Section 11.01). In order for a party (the "indemnified party") to be entitled ------------- ----------------- to any indemnification provided for under this Agreement (other than under Section 11.01) 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 (a "Third-Party Claim"), such indemnified party must notify ----------------- the indemnifying party in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days 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 shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (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 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. If a claim shall Third-Party Claim is made against an indemnified party, the indemnifying party will be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers indemnified party. Should the indemnifying party so elect to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of a Third-Party Claim, the indemnifying party will not be liable to the indemnified party for legal fees and expenses subsequently incurred by the indemnified party in connection with the defense thereof. 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, 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 such claim, suit, action, litigation or proceeding period during which the indemnifying party has not assumed the defense thereof (including other than during any Tax auditperiod in which the indemnified party shall have failed to give notice of the Third-Party Claim as provided above). If Sellers assume such defensethe indemnifying party chooses to defend or prosecute any Third-Party Claim, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries parties hereto shall cooperate reasonably with Sellers in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the indemnifying party's request) the provision to Sellers the indemnifying party of records and information which are reasonably relevant to such Tax Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld).additional

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall (a) Each Person to be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer indemnified pursuant to Section 3(a8.2 or 8.3 agrees to give prompt notice to the indemnifying party of the assertion of any 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 Person (each a "Third Party Claim"), Buyer shall in respect of which indemnity may be sought by such indemnified Person under Section 8.2 or 8.3; provided that the omission so to promptly notify Sellers in writing the indemnifying party with respect to a Third Party Claim brought against or sought to be collected from such indemnified Person will not relieve the indemnifying party from any liability which it may have to such indemnified Person under Section 8.2 or 8.3 except to the extent that such failure has materially prejudiced such indemnifying party with respect to the defense of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from Third Party Claim. The indemnifying Person shall have the taxing authority, or such earlier time that would allow Sellers right to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume control the defense of any such claimThird Party Claim; provided, suithowever, action, litigation or proceeding that the indemnified party shall have the right to control the defense of a Third Party Claim 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 (including any Tax audit). If Sellers assume but not control) the defense of such defense, Sellers shall control all proceedings taken Third Party Claim and to retain its own counsel in connection with therewith, but the fees and expenses of any such Tax Claim (including selection of counsel) and, without limiting counsel for the foregoing and notwithstanding anything else contained indemnifying Person shall be borne by the indemnifying Person. Except as otherwise provided herein, may the indemnified party shall have the right to participate in their sole discretion pursue or forego (but not control) the defense of any Third Party Claim and to retain its own counsel in connection therewith, but the fees and expenses of any such counsel for the indemnified party shall be borne by the indemnified party. The indemnifying party shall be liable for all administrative appeals, proceedings, hearings and conferences with Losses arising out of any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in set- tlement of any permissible mannerThird Party Claim. Notwithstanding the foregoing, Sellers Neither party shall not (i) settle any such claimThird Party Claim without the consent of the other party, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer , provided, that no such consent shall jointly control all proceedings taken in connection with any Tax be required if the Third Party Claim relating solely to Taxes of the Companies or the Subsidiaries involves a settlement for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claimmoney damages only, which cooperation shall includethe indemnifying party agrees to pay, or (ii) without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent of the other party effect any settlement of 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 such other party for a Third Party Claim brought against or sought to be collected from such other party, unless such settlement includes an unconditional release of such other party from all liability arising out of such proceeding (which consent provided that, whether or not such a release is required to be obtained, the indemnifying party shall not remain liable to such indemnified Person in accordance with Section 8.2 or 8.3 in the event that a Third Party Claim is subsequently brought against or sought to be unreasonably withheldcollected from such indemnified Person). Neither party The indemnification required by Section 8.2 or 8.3, as the case may be, shall settle a Tax Claim relating solely to Taxes be made by periodic payments of a Company the amount thereof during the course of the investigation or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)defense, as and when bills with reasonable documentation are received or Losses are actually incurred.

Procedures Relating to Indemnification. Any claims In order for a party (the ---------------------------------------- "indemnified party") to be entitled to any indemnification provided for under ------------------ this Agreement in respect of, arising out of or involving a claim or demand made by any person 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 within 10 business days 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 shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indem-nified 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 documents (includ-ing court papers) received by the indemnified party relating to the Third Party Claim. If a claim Third Party Claim is made against an indemni-fied party, the indemnifying party shall be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses and acknowledges its obligation to indemnify the indemnified party therefor, might result to assume the defense thereof with counsel selected by the indemnifying party; provided that such counsel 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 subse-quently incurred by the indemnified party in an indemnity payment connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to Buyer pursuant participate in the defense thereof and to Section 3(aemploy counsel (not reasonably objected to by the indemnifying party), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their its own expense, participate in separate from the counsel employed by the indemnifying party, it being understood that the indemnify-ing 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 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 such claimThird Party Claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries indemnified parties shall cooperate reasonably with Sellers the indemnifying party in contesting any Tax Claim, which the defense or prose-cution thereof. Such cooperation shall include, without limitation, include the retention reten-tion and (upon Sellers' the indemnifying party's request) the provision provi-sion to Sellers the indemnifying party of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. Whether or to testify at proceedings relating to such Tax not the indemnify-ing party shall have assumed the defense of a Third Party Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent indemnified party shall not be unreasonably withheld). Neither party shall settle a Tax admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other 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 indem-nified 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.

Procedures Relating to Indemnification. Any claims In order for an Indemnified Person to be entitled to any indemnification made hereunder shall be accompanied by a schedule provided for under this Agreement in respect of, arising out of or schedules setting forth the Indemnitee's calculation of such claim. If involving a claim shall be or demand made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim Person against the Indemnified Person (a "TAX CLAIMThird-Party Claim") ), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within ten (10) days Business Days after receipt by such Indemnified Person of receipt 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 Person shall have been actually prejudiced as a result of such failure. For purposes of this Agreement, a Third-Party Claim shall include the commencement of any notice from audit or other proceeding pertaining to Taxes. If a Third-Party Claim is made against an Indemnified Person, the taxing authority, or such earlier time that would allow Sellers Indemnifying Person will be entitled to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person 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 Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any such claim, suit, action, litigation or proceeding period during which the Indemnifying Person has not assumed the defense thereof (including other than during any Tax auditperiod in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If Sellers assume the Indemnifying Person 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 Indemnifying Person's request) the provision to the Indemnifying Person of Records and information which are reasonably relevant to such defenseThird-Party Claim, Sellers and making employees available on a mutually convenient basis in the manner specified in Section 6.4 to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall control all proceedings taken in connection with such Tax Claim (including selection have assumed the defense of counsel) anda Third-Party Claim, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego Indemnified Person shall not admit any and all administrative appeals, proceedings, hearings and conferences with any taxing authority liability with respect theretoto, and mayor settle, in their sole discretioncompromise or discharge, either pay such Third-Party Claim without the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without BuyerIndemnifying Person's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies withheld or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withhelddelayed).

Procedures Relating to Indemnification. Any claims In order for a party (the "indemnified party") to be entitled to any indemnification provided for under Section 24(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, of the Third Party Claim within 10 business days 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 shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (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 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. If a claim Third Party Claim is made against an indemnified party, the indemnifying party shall be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses and acknowledges its obligation to indemnify the indemnified party therefor, might result to assume the defense thereof with counsel selected by the indemnifying party; provided that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in an indemnity payment connection with the defense thereof, except to Buyer the extent required in connection with the cooperation by indemnified parties pursuant to Section 3(athe succeeding paragraph. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (reasonably acceptable to the indemnifying party), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their its own expense, participate in 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 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 such claimThird Party Claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries indemnified parties shall cooperate reasonably with Sellers the indemnifying party in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the indemnifying party's request) the provision to Sellers the indemnifying party of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. Whether or to testify at proceedings relating to such Tax not the indemnifying party shall have assumed the defense of a Third Party Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent indemnified party shall not be unreasonably withheld). Neither party shall settle a Tax admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other indemnified 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 that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim and which releases the indemnifying party completely in connection with such Third Party Claim.

Procedures Relating to Indemnification. Any claims In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person, firm, governmental authority or corporation who is not a party to this Agreement 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 within 20 business days 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 shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (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 documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a claim shall Third Party Claim is made against an indemnified party, the indemnifying party will be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant assume the defense thereof with counsel selected by the STOCK PURCHASE AGREEMENT 23 27 indemnifying party. Should the indemnifying party so elect to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and 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. 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, 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 such claim, suit, action, litigation or proceeding period during which the indemnifying party has not assumed the defense thereof (including other than during any Tax auditperiod in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above). If Sellers assume such defensethe indemnifying party chooses to defend or prosecute any Third Party Claim, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries parties hereto shall cooperate reasonably with Sellers in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the indemnifying party's request) the provision to Sellers the indemnifying party of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. If the indemnifying party chooses to defend or prosecute any Third Party Claim, the indemnifying party may not settle any matter (in whole or in part) unless (i) such settlement includes a complete and unconditional release of the indemnified party with respect to testify at proceedings relating any matter for which indemnification is available under this Agreement, or (ii) the indemnified party consents in writing to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent settlement (which consent shall not be unreasonably withheld). Neither Whether or not the indemnifying party shall settle a Tax Claim relating solely to Taxes have assumed the defense of a Company Third Party Claim, the indemnified party shall not admit any liability with respect to, or a Subsidiary for a Straddle Period settle, compromise or discharge, such Third Party claim without the other indemnifying party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied Promptly after receipt by a schedule party indemnified under Section 7 or schedules setting forth the Indemnitee's calculation 8 above of written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder, such claim. If indemnified party will, if a claim shall is to be made by against an indemnifying party, notify the indemnifying party thereof in writing, but the omission so to notify the indemnifying party will not relieve the indemnifying party from any taxing authorityliability (otherwise than under Section 7 or 8 hereof, whichas the case may be) which it may have to the indemnified party. Thereafter, if successfulthe indemnified party and the indemnifying party shall consult, might result in an indemnity payment to Buyer pursuant the extent appropriate, with a view to Section 3(a), Buyer shall notify Sellers in writing minimizing the cost to the indemnifying party of such claim (a "TAX CLAIM") within ten (10) days of receipt its obligations hereunder. In case any indemnified party receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder and it notifies the indemnifying party thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the taxing authorityindemnified party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if the parties against which any loss, claim, damage or such earlier time liability arises include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that would allow Sellers the defenses available to timely respond it create a conflict of interest for the counsel selected by the indemnifying party under the code of professional responsibility applicable to such claim or demandcounsel, the indemnified party shall have the right to select one separate counsel to assume such legal defenses and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, otherwise to participate in and the defenses of such loss, claim, damage or liability on behalf of the indemnified party. Upon receipt by the indemnified party of notice from the indemnifying party of its 8 election so to assume the defense of any such loss, claim, suitdamage or liability and approval by the indemnified party of counsel, actionthe indemnifying party shall not be liable to the indemnified party under Section 7 or 8 hereof, litigation as the case may be, for any legal or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such Tax Claim counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (including selection ii) the indemnifying party shall not have employed and continued to employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of counselcommencement of the action, (iii) andthe indemnified party shall have reasonably concluded that there may be legal defenses which are available to it which are different from and conflict with those available to the indemnifying party, or (iv) the indemnifying party shall have authorized in writing the employment of separate counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall, without limiting prior written consent of the foregoing indemnified party, effect any settlement of any pending or threatened action in respect of which the indemnified party is or is entitled or subject to be a party and notwithstanding anything else contained hereinthe indemnified party is entitled to indemnity hereunder unless such settlement (i) includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not require any admission or acknowledgement of culpability or wrongdoing on behalf of an indemnified party. No indemnifying party shall be liable for any settlement, may compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its written consent. If the indemnification provided for under Section 7 or 8 above is unavailable to or insufficient to hold harmless an indemnified party in their sole discretion pursue respect of any losses, claims, damages or forego any liabilities (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and all administrative appealsthe Underwriter on the other from the offering of the Shares. If, proceedingshowever, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where allocation provided by the immediately preceding sentence is not permitted by applicable law permits or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such refund suits amount paid or coxxxst payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the Tax Claim relative fault of the Company on the one had and the Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any permissible mannerother relevant equity considerations. The relative benefits received by the Company on the one had and the Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriter in respect of underwriting discounts and commissions as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriter on the other and the parties' relative intent, knowledge, 9 access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriter agrees that it would not be just and equitable if contributions pursuant to this section were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this section. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoingprovisions of this section, Sellers no Underwriter shall not settle be required to contribute any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken amount in connection with any Tax Claim relating solely to Taxes excess of the Companies or amount by which the Subsidiaries for a Straddle Period. Buyer, total price at which the Companies Shares underwritten by it and distributed to the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, public were offered to the retention and (upon Sellers' request) public exceeds the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation amount of any material provided hereunder damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to testify at proceedings relating to contribution from any person who was not guilty of such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)fraudulent misrepresentation.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied Promptly after receipt by a schedule party indemnified under Section 7 or schedules setting forth the Indemnitee's calculation 8 above of written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder, such claim. If indemnified party will, if a claim shall is to be made by against an indemnifying party, notify the indemnifying party thereof in writing, but the omission so to notify the indemnifying party will not relieve the indemnifying party from any taxing authorityliability (otherwise than under this Section 7 or 8 hereof, whichas the case may be) which it may have to the indemnified party. Thereafter, if successfulthe indemnified party and the indemnifying party shall consult, might result in an indemnity payment to Buyer pursuant the extent appropriate, with a view to Section 3(a), Buyer shall notify Sellers in writing minimizing the cost to the indemnifying party of such claim (a "TAX CLAIM") within ten (10) days of receipt its obligations hereunder. In case any indemnified party receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder and it notifies the indemnifying party thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the taxing authorityindemnified party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if the parties against which any loss, claim, damage or such earlier time liability arises include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that would allow Sellers the defenses available to timely respond it create a conflict of interest for the counsel selected by the indemnifying party under the code of professional responsibility applicable to such claim or demandcounsel, the indemnified party shall have the right to select one separate counsel to assume such legal defenses and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, otherwise to participate in and the defenses of such loss, claim, damage or liability on behalf of the indemnified party. Upon receipt by the indemnified party of notice from the indemnifying party of its election so to assume the defense of any such loss, claim, suitdamage or liability and approval by the indemnified party of counsel, actionthe indemnifying party shall not be liable to the indemnified party under Section 7 or 8 hereof, litigation as the case may be, for any legal or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such Tax Claim counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (including selection ii) the indemnifying party shall not have employed and continued to employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of counselcommencement of the action or (iii) andthe indemnifying party shall have authorized in writing the employment of separate counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall, without limiting prior written consent of the foregoing indemnified party, effect any settlement of any pending or threatened action in respect of which the indemnified party is or is entitled or subject to be a party and notwithstanding anything else contained hereinthe indemnified party is entitled to indemnity hereunder unless such settlement includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action. No indemnifying party shall be liable for any settlement, may compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its written consent. If the indemnification provided for in their sole discretion pursue this Section 9 is unavailable to or forego insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Offerors on the one hand and all administrative appealsthe Underwriters on the other from the offering of the Preferred Securities. If, proceedingshowever, hearings the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Offerors on the one hand and conferences the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any taxing authority with respect thereto, other relevant equity considerations. The relative benefits received by the Offerors on the one hand and maythe Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Offerors bear to the total underwriting commissions received by the Underwriters, in their sole discretioneach case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, either pay among other things, whether the Tax claimed untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Offerors on the one hand or the Underwriters on the other and sue the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Offerors and the Underwriters agree that it would not be just and equitable if contributions pursuant to this section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this section. The amount paid or payable by an indemnified party as a refund where applicable law permits result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this section shall be deemed to include any legal or other expenses reasonably incurred by such refund suits indemnified party in connection with investigating or coxxxst the Tax Claim in defending any permissible mannersuch action or claim. Notwithstanding the foregoingprovisions of this section, Sellers no Underwriter shall not settle be required to contribute any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken amount in connection with any Tax Claim relating solely to Taxes excess of the Companies or amount by which the Subsidiaries for a Straddle Period. Buyer, total price at which the Companies Preferred Securities underwritten by it and distributed to the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, public were offered to the retention and (upon Sellers' request) public exceeds the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation amount of any material provided hereunder damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to testify at proceedings relating contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating contribute are several in proportion to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall their respective underwriting obligations and not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)joint.

Procedures Relating to Indemnification. Any claims In order for a party (the "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person, firm, governmental authority 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 within 10 business days 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 shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (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 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. If a claim shall Third-Party Claim is made against an indemnified party, the indemnifying party will be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers indemnified party. Should the indemnifying party so elect to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of any such claima Third-Party Claim, suit, action, litigation or proceeding (including any Tax audit)the indemnifying party will not be liable to the indemnified party for legal fees and expenses subsequently incurred by the indemnified party in connection with the defense thereof. If Sellers assume the indemnifying party assumes such defense, Sellers the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expenses, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible mannerdefense. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither The indemnifying party shall settle a Tax Claim relating solely to Taxes be liable for the fees and expenses of a Company or a Subsidiary counsel employed by the indemnified party for a Straddle Period without any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied Promptly after receipt by a schedule party indemnified under Section 7 or schedules setting forth the Indemnitee's calculation 8 above of written notice of any loss, claim, damage or liability in respect from which indemnity may be sought by it hereunder, such claim. If indemnified party will, if a claim shall is to be made by against an indemnifying party, notify the indemnifying party thereof in writing, but the omission so to notify the indemnifying party will not relieve the indemnifying party from any taxing authorityliability (otherwise than under Section 7 or 8 hereof, whichas the case may be) which it may have to the indemnified party. Thereafter, if successfulthe indemnified party and the indemnifying party shall consult, might result in an indemnity payment to Buyer pursuant the extent appropriate, with a view to Section 3(a), Buyer shall notify Sellers in writing minimizing the cost to the indemnifying party of such claim (a "TAX CLAIM") within ten (10) days of receipt its obligations hereunder. In case any indemnified party receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder and it notifies the indemnifying party thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the taxing authorityindemnified party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if the parties against which any loss, claim, damage or such earlier time liability arises include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that would allow Sellers the defenses available to timely respond it create a conflict of interest for the counsel selected by the indemnifying party under the code of professional responsibility applicable to such claim or demandcounsel, the indemnified party shall have the right to select one separate counsel to assume such legal defenses and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, otherwise to participate in and the defenses of such loss, claim, damage or liability on behalf of the indemnified party. Upon receipt by the indemnified party of notice from the indemnifying party of its election so to assume the defense of any such loss, claim, suitdamage or liability and approval by the indemnified party of counsel, actionthe indemnifying party shall not be liable to the indemnified party under Section 7 or 8 hereof, litigation as the case may be, for any legal or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such Tax Claim counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (including selection ii) the indemnifying party shall not have employed and continued to employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of counselcommencement of the action or (iii) andthe indemnifying party shall have authorized in writing the employment of separate counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall, without limiting prior written consent of the foregoing and notwithstanding anything else contained hereinindemnified party, may in their sole discretion pursue effect any settlement of or forego compromise of, or consent to the entry of any and all administrative appeals, proceedings, hearings and conferences with any taxing authority judgment with respect theretoto, any pending or threatened action in respect of which the indemnified party is or is entitled or subject to be a party and maythe indemnified party is entitled to indemnity hereunder unless such settlement, compromise or judgment includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action and does not include any statement as to, or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. No indemnifying party shall be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its written consent. If the indemnification provided for in their sole discretionthis Section 9 is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, either pay claims, damages or liabilities (or actions in respect thereof) that would otherwise have been indemnified under the Tax claimed terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and sue for a refund where the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law permits or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such refund suits amount paid or coxxxst payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the Tax Claim relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any permissible mannerother relevant equity considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters in respect of underwriting discounts and commissions as set forth in the table on the cover page of the Final Supplemented Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this section. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoingprovisions of this section, Sellers no Underwriter shall not settle be required to contribute any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken amount in connection with any Tax Claim relating solely to Taxes excess of the Companies or amount by which the Subsidiaries for a Straddle Period. Buyer, total price at which the Companies Shares underwritten by it and distributed to the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, public were offered to the retention and (upon Sellers' request) public exceeds the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation amount of any material provided hereunder damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to testify at proceedings relating contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating contribute are several in proportion to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall their respective underwriting obligations and not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)joint.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied Promptly after receipt by a schedule party indemnified under Section 7 or schedules setting forth the Indemnitee's calculation 8 above of written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder, such claim. If indemnified party will, if a claim shall is to be made by against an indemnifying party, notify the indemnifying party thereof in writing, but the omission so to notify the indemnifying party will not relieve the indemnifying party from any taxing authorityliability (otherwise than under Section 7 or 8 hereof, whichas the case may be) that it may have to the indemnified party. Thereafter, if successfulthe indemnified party and the indemnifying party shall consult, might result in an indemnity payment to Buyer pursuant the extent appropriate, with a view to Section 3(a), Buyer shall notify Sellers in writing minimizing the cost to the indemnifying party of such claim (a "TAX CLAIM") within ten (10) days of receipt its obligations hereunder. In case any indemnified party receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder and it notifies the indemnifying party thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the taxing authorityindemnified party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; PROVIDED, HOWEVER, that if the parties against which any loss, claim, damage or such earlier time liability arises include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that would allow Sellers defenses available to timely respond it create a conflict of interest for the counsel selected by the indemnifying party under the code of professional responsibility applicable to such claim or demandcounsel, the indemnified party shall have the right to select one separate counsel to assume such legal defenses and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, otherwise to participate in and the defenses of such loss, claim, damage or liability on behalf of the indemnified party. Upon receipt by the indemnified party of notice from the indemnifying party of its selection so to assume the defense of any such loss, claim, suitdamage or liability and approval by the indemnified party of counsel, actionthe indemnifying party shall not be liable to the indemnified party under Section 7 or 8 hereof, litigation as the case may be, for any legal or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such Tax Claim counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (including selection ii) the indemnifying party shall not have employed and continued to employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of counselcommencement of the action or (iii) andthe indemnifying party shall have authorized in writing the employment of separate counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies indemnified party, effect any settlement of any pending or threatened action in respect of which the Subsidiaries for indemnified party is or is entitled or subject to be a Straddle Period. Buyer, the Companies party and the Subsidiaries indemnified party is entitled to indemnity hereunder unless such settlement includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action. No indemnifying party shall cooperate reasonably with Sellers in contesting be liable for any Tax Claimsettlement, which cooperation shall include, without limitation, compromise or consent to the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation entry of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle order adjudicating or otherwise compromise disposing of any Tax Claim relating to a Seller Year loss, claim, damage or a Straddle Period liability effected without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)its consent.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth Promptly after the Indemnitee's calculation of such claim. If a claim shall be made receipt by any taxing authorityparty hereto of notice of any claim, whichaction, if successfulsuit or proceeding of any third party which is subject to indemnification hereunder, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer such party or parties (the "Indemnified Party") shall notify Sellers in writing give written notice of such claim (a "TAX CLAIMNotice of Claim") within ten to the party or parties obligated to provide indemnification hereunder (10) days collectively, the "Indemnifying Party"), stating the nature and basis of receipt such claim and the amount thereof, to the extent known. The failure of any notice the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party's ability to seek indemnification from the taxing authority, or such earlier time that would allow Sellers Indemnifying Party. The Indemnifying Party shall be entitled to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense or settlement of such matter and the parties agree to cooperate in any such claim, suit, action, litigation defense or proceeding (including any Tax audit)settlement and to give each other full access to all information relevant thereto. If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers The Indemnifying Party shall not settle be obligated to indemnify an Indemnified Party hereunder for any such claim, suit, action, litigation or proceeding settlement entered into without Buyerthe Indemnifying Party's prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed. If any Notice of Claim relates to a claim by a person or persons (other than by federal, state or local income tax authorities or by the Parent). Sellers , and Buyer shall jointly control all proceedings taken the amount of such claim is acknowledged by the Company Stockholder to be fully covered by the foregoing indemnity, as limited herein, the Company Stockholder may elect to defend against such claim at their expense, in connection with any Tax Claim relating solely to Taxes lieu of the Companies Parent assuming such defense; provided, that the Parent shall be entitled to participate in or the Subsidiaries for a Straddle Period. Buyer, the Companies monitor such defense at its expense and the Subsidiaries Company Stockholder will fully cooperate with the Parent and their counsel with respect thereto. If the Company Stockholder so elects to assume such defense, he shall cooperate retain counsel reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, satisfactory to the Parent. No compromise or settlement of such claim may be effected by either party without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written other party's consent (which consent shall not be unreasonably withheld). Neither ) unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without and (ii) the other party's prior written consent (which consent shall not be unreasonably withheld)sole relief provided is monetary damages that are paid in full by the party seeking the settlement.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIMTax Claim") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification. Any claims (Other than under Section ------- 11.1). In order for a party (the "indemnified party") to be entitled to any ---- ----------------- indemnification provided for under this Agreement (other than in relation to Taxes, which matters are governed by Section 11.1) 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, of the Third Party Claim within 10 business days 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 shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (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 documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a claim Third Party Claim is made against an indemnified party, the indemnifying party shall be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses and acknowledges its obligation to indemnify the indemnified party therefor, might result to assume the defense thereof with counsel selected by the indemnifying party; provided that such counsel 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 an indemnity payment connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to Buyer pursuant participate in the defense thereof and to Section 3(aemploy counsel (not reasonably objected to by the indemnifying party), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their its own expense, participate in 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 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 such claimThird Party Claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries indemnified parties shall cooperate reasonably with Sellers the indemnifying party in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the indemnifying party's request) the provision to Sellers the indemnifying party of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. Whether or to testify at proceedings relating to such Tax not the indemnifying party shall have assumed the defense of a Third Party Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent indemnified party shall not be unreasonably withheld). Neither party shall settle a Tax admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other 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 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

Procedures Relating to Indemnification. Any claims In order for an Indemnified Person 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 Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Person 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 Person shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure. For purposes of this Agreement, a Third-Party Claim shall include the commencement of any audit or other proceeding pertaining to Taxes. If a claim shall Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers Indemnified Person. Should the Indemnifying Person so elect to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person 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 Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any such claim, suit, action, litigation or proceeding period during which the Indemnifying Person has not assumed the defense thereof (including other than during any Tax auditperiod in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If Sellers assume the Indemnifying Person 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 Indemnifying Person's request) the provision to the Indemnifying Person of Records and information which are reasonably relevant to such defenseThird-Party Claim, Sellers and making employees available on a mutually convenient basis in the manner specified in Section 6.4 to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall control all proceedings taken in connection with such Tax Claim (including selection have assumed the defense of counsel) anda Third-Party Claim, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego Indemnified Person shall not admit any and all administrative appeals, proceedings, hearings and conferences with any taxing authority liability with respect theretoto, and mayor settle, in their sole discretioncompromise or discharge, either pay such Third-Party Claim without the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without BuyerIndemnifying Person's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies withheld or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withhelddelayed).

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall (a) Each person to be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer indemnified pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim SECTION 8.1 or SECTION 8.2 (an "INDEMNIFIED PARTY") agrees to give prompt notice (a "TAX NOTICE OF THIRD PARTY CLAIM") within ten (10) days to the indemnifying party of receipt the assertion of any 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 under SECTION 8.1 or SECTION 8.2; provided that the omission so to promptly notify the indemnifying party with respect to a 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 SECTION 8.1 or SECTION 8.2 except to the extent 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 such indemnifying party shall so assume the defense and settlement of any Third Party Claim brought against or sought to be collected from such indemnified party, such Third Party Claim shall be conclusively deemed a matter in respect of which such indemnified party is entitled to be indemnified by such indemnifying party under SECTION 8.1 or SECTION 8.2, as the case may be; and provided further 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 indemnifying party. After notice from the taxing authorityindemnifying 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, or such earlier time that would allow Sellers to timely respond the indemnifying party shall not be liable to such claim indemnified party under SECTION 8.1 or demandSECTION 8.2, and shall give Sellers as the case may be, for any legal or other expenses subsequently incurred by such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that such Tax Claim (including selection indemnified party shall have the right to employ counsel to represent such party if in the reasonable judgment of counsel) andsuch party, without limiting it is advisable for such party to be represented by separate counsel because the foregoing representation of both the indemnified party and notwithstanding anything else contained herein, may the indemnifying party in their sole discretion pursue or forego any such matter could present such counsel with a potential conflict of interest and all administrative appeals, proceedings, hearings in such event the fees and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay expenses of such separate counsel shall be paid by the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible mannerindemnifying party. Notwithstanding the foregoingforegoing provisions of this SECTION 8.3(a), Sellers the indemnifying party shall not settle (a) without the prior written consent of an indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such claimindemnified party is, suitor with reasonable foreseeability, actioncould 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, litigation unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding (provided that, whether or proceeding not such a release is required to be obtained, the indemnifying party shall remain liable to such indemnified party in accordance with SECTION 8.1 or SECTION 8.2 in the event that a Third Party Claim is subsequently brought against or sought to be collected from such 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 Buyersuch indemnifying party's prior written consent (which consent shall not be unreasonably withheld), but if settled with such indemnifying party's written consent, or if there is a final judgment for the plaintiff in any such Third Party Claim, such indemnifying party agrees (to the extent stated above) to indemnify the indemnified party from and against any loss, liability, claim, damage or expense by reason or such settlement or judgment. Sellers and Buyer The indemnification required by SECTION 8.1 or SECTION 8.2, as the case may be, shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes be made by periodic payments of the Companies amount thereof during the course of the investigation or the Subsidiaries for a Straddle Period. Buyerdefense, the Companies as and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claimwhen bills are received or loss, which cooperation shall includeliability, without limitationclaim, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information damage or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)expense is incurred.

Procedures Relating to Indemnification. Any claims In order for indemnification made hereunder shall the -------------------------------------- Indemnified Party to be accompanied by a schedule entitled to any indemnity provided for under this Agreement in respect of, arising out of or schedules setting forth the Indemnitee's calculation of such claim. If involving a claim shall be or demand made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim Person (other than Indemnitor) against the Indemnified Party (a "TAX CLAIMThird Party ----------- Claim") ), such Indemnified Party must notify Indemnitor in writing, and in ----- reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such Indemnified Party of written notice of the Third Party Claim (the "10 Day Period"); provided, however, that failure to give such notification ------------- -------- ------- shall not affect the indemnity provided hereunder except to the extent Indemnitor shall have been actually prejudiced as a result of such failure (except that Indemnitor shall not be liable for any expenses incurred during the period subsequent to the 10 Day Period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to Indemnitor, within five (5) business days after the Indemnified Party's receipt thereof, copies of any notice from all notices and documents (including court papers) received by the taxing authorityIndemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, or Indemnitor 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 with counsel selected by Indemnitor; provided that such earlier time that would allow Sellers counsel is not reasonably objected to timely respond by the Indemnified -------- Party. Should Indemnitor so elect to assume the defense of a Third Party Claim, Indemnitor shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If Indemnitor assumes such claim or demanddefense, and the Indemnified Party shall give Sellers such other information with respect thereto as Sellers may have the right to separate counsel (not reasonably request. Sellers mayobjected to by Indemnitor), at their its own expense, participate in separate from the counsel employed by Indemnitor, it being understood that Indemnitor shall control such defense. Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Indemnitor has failed to assume the defense of the Third Party Claim (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 Indemnitor so elects to assume the defense of any such claimThird Party Claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries each Indemnified Party shall cooperate reasonably with Sellers Indemnitor in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' Indemnitor's request) the provision to Sellers Indemnitor of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. Whether or to testify at proceedings relating to not Indemnitor shall have assumed the defense of a Third Party Claim, Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Tax Claim. In no case shall Buyer, Third Party Claim without the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' Indemnitor's prior written consent (which consent shall not be unreasonably withheld). Neither party If Indemnitor shall settle a Tax Claim relating solely to Taxes have assumed the defense of a Company Third Party Claim, Indemnified Party shall agree to any settlement, compromise or a Subsidiary for a Straddle Period without discharge of such Third Party Claim which Indemnitor may recommend and which by its terms obligates Indemnitor to pay the other party's prior written consent (full amount of the liability in connection with such Third Party Claim, and which consent releases such Indemnified Party completely in connection with such Third Party Claim and which does not otherwise adversely affect such Indemnified Party. Notwithstanding the foregoing, Indemnitor shall not be unreasonably withheld)entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by 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 an Indemnified Party which such 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, Indemnitor shall be entitled to assume the defense of the portion relating to money damages.

Procedures Relating to Indemnification. Any claims In order for an Indemnified Person 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 third Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person shall notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim with reasonable promptness after receipt by such Indemnified Person of written notice of the Third-Party Claim with and in any event within 20 Business Days after such receipt; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except if and to the extent the Indemnifying Person shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure. If a claim shall Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers Indemnified Person. Should the Indemnifying Person so elect to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person 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 Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any such claim, suit, action, litigation or proceeding period during which the Indemnifying Person has not assumed the defense thereof (including other than during any Tax auditperiod in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If Sellers assume such defensethe Indemnifying Person chooses to defend or prosecute any Third-Party Claim, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries parties hereto shall cooperate reasonably with Sellers in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitationupon reasonable prior notice, the retention and (upon Sellers' request) the provision to Sellers the Indemnifying Person of records copies of Records and information which are reasonably relevant to such Tax Third-Party Claim, and making employees reasonably available on a mutually convenient basis in the manner specified in Section 7.6 to provide additional information or and explanation of any material provided hereunder; provided, however that such cooperation shall not unreasonably disrupt the normal business operations of the Business following the Closing Date. Notwithstanding the foregoing, in the event a Third-Party Claim is made against an Indemnified Person as to which such Indemnified Person is entitled to seek indemnification hereunder, and if there is a reasonable likelihood that a Third-Party Claim may materially and adversely affect an Indemnified Person and/or the Business other than as a result of money damages or money payments, then the Indemnified Person may, at its sole option, elect to retain the defense of such Third-Party Claim and will be entitled to be reimbursed by the Indemnifying Person for its out of pocket expenses reasonably incurred in such defense, such expenditures to be reimbursed promptly after submission of invoices therefor. No party which shall have assumed the defense of any Third-Party Claim hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer(i.e., the Companies Indemnifying Person or the Subsidiaries settle Indemnified Person) shall admit any liability with respect to, or otherwise settle, compromise or discharge, any Tax such Third-Party Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)withheld or delayed.

Procedures Relating to Indemnification. Any claims In order for a party (the ---------------------------------------- "indemnified party") to be entitled to any indemnification provided for under ------------------ this Agreement in respect of, arising out of or involving a claim or demand made by any person 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 within 10 business days 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 shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indem-nified 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 documents (includ-ing court papers) received by the indemnified party relating to the Third Party Claim. If a claim Third Party Claim is made against an indemni-fied party, the indemnifying party shall be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses and acknowledges its obligation to indemnify the indemnified party therefor, might result to assume the defense thereof with counsel selected by the indemnifying party; provided that such counsel 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 subse-quently incurred by the indemnified party in an indemnity payment connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to Buyer pursuant participate in the defense thereof and to Section 3(aemploy counsel (not reasonably objected to by the indemnifying party), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their its own expense, participate in separate from the counsel employed by the indemnifying party, it being understood that the indemnify-ing 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 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 such claimThird Party Claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries indemnified parties shall cooperate reasonably with Sellers the indemnifying party in contesting any Tax Claim, which the defense or prose-cution thereof. Such cooperation shall include, without limitation, include the retention reten-tion and (upon Sellers' the indemnifying party's request) the provision provi-sion to Sellers the indemnifying party of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. Whether or to testify at proceedings relating to such Tax not the indemnify-ing party shall 35 36 have assumed the defense of a Third Party Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent indemnified party shall not be unreasonably withheld). Neither party shall settle a Tax admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other 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 indem-nified 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.

Procedures Relating to Indemnification. Any claims In order for an Indemnified Person 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 Person (a "THIRD PARTY CLAIM"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third Party Claim within ten Business Days after receipt by such Indemnified Person 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 Person shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (except that the Indemnifying Person shall not be liable for any expenses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim. If a claim shall Third Party Claim is made against an Indemnified Person (except as provided in Section 12.1(f)), the Indemnifying Person will be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers Indemnified Person. Should the Indemnifying Person so elect to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of a Third Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal and other professional adviser expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person 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 Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any such claim, suit, action, litigation or proceeding period during which the Indemnifying Person has not assumed the defense thereof (including other than during any Tax auditperiod in which the Indemnified Person shall have failed to give notice of the Third Party Claim as provided above). If Sellers assume such defensethe Indemnifying Person chooses to defend or prosecute any Third Party Claim, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries parties hereto shall cooperate reasonably with Sellers in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the Indemnifying Person's request) the provision to Sellers the Indemnifying Person of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. Whether or to testify at proceedings relating to such Tax not the Indemnifying Person shall have assumed the defense of a Third Party Claim. In no case shall Buyer, (i) the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent Indemnified Person shall not be unreasonably withheld). Neither party shall settle a Tax admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other partyIndemnifying Person's prior written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Person shall not, without the Indemnified Party's consent, settle, compromise or discharge (A) any Third Party Claim if such settlement, compromise or discharge imposes any equitable obligations on the Indemnified Party or (B) any Third Party Claim for an amount that together with all other amounts therefore paid by the Indemnifying Party under Section 12.1 (a) or (b), as the case may be, would exceed $20,000,000 in the aggregate. All Tax Claims shall be governed by Section 7.4.

Procedures Relating to Indemnification. Any claims In order for an indemnified party to be entitled to any indemnification provided for under this Agreement (other than relating to Taxes) 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 of the Third Party Claim reasonably promptly and in any event within 30 days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification within such period shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall be accompanied by have been actually materially prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure. If a claim Third Party Claim is made against an indemnified party, the indemnifying party shall be made by any taxing authority, whichentitled to participate in the defense thereof and, if successful, might result 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 an indemnity payment to Buyer pursuant to accordance with the terms of this Agreement (including this Section 3(a6), Buyer to assume the defense thereof with counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall notify Sellers not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in writing of connection with the defense thereof. If the indemnifying party assumes such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from defense, the taxing authority, or such earlier time that would allow Sellers indemnified party shall have the right to timely respond participate in the defense thereof and to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers mayemploy counsel, at their its own expense, participate in separate from the counsel employed by the indemnifying 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. If the indemnifying party so elects to assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. BuyerThird Party Claim, the Companies and the Subsidiaries indemnified parties shall cooperate reasonably with Sellers the indemnifying party in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the indemnifying party’s reasonable request) the provision to Sellers the indemnifying party of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder or to testify at proceedings relating to such Tax hereunder. If the indemnifying party shall have assumed the defense of a Third Party Claim. In no case shall Buyer, the Companies indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim which the Subsidiaries 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 would not otherwise materially adversely affect the indemnified party. The indemnified party shall have the right to settle or otherwise compromise any Tax Third Party Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (the defense of which consent shall not have been assumed by the indemnifying party. Notwithstanding the foregoing, the indemnifying party shall not be unreasonably withheld). Neither 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, and the indemnified party shall have the sole and exclusive right to settle a Tax Claim relating solely to Taxes any such Third Party Claim. The indemnification required by Sections 6(a) and 6(b) shall be made by periodic payments of a Company the amount thereof during the course of the investigation or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)defense, as and when bills are received or Loss is incurred.

Procedures Relating to Indemnification. Any claims In order for an Indemnified Person to be entitled to any indemnification made hereunder shall be accompanied by a schedule provided for under this Agreement in respect of, arising out of or schedules setting forth the Indemnitee's calculation of such claim. If involving a claim shall be or demand made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(aPerson against the Indemnified Person (a “Third-Party Claim”), Buyer shall notify Sellers such Indemnified Person must provide the Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly and in writing of such claim (a "TAX CLAIM") any event within ten (10) days Business Days after receipt by such Indemnified Person 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 Person shall have been actually prejudiced as a result of such failure (except that the Indemnifying Person shall not be liable for any expense incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person’s receipt thereof, copies of any notice from all notices and documents (including court papers) received by the taxing authorityIndemnified Person relating to the Third-Party Claim. If a Third-Party Claim is made against an Indemnified Person, or such earlier time that would allow Sellers the Indemnifying Person will be entitled to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person. If the Third-Party Claim includes allegations for which the Indemnifying Person both would and would not be obligated to indemnify the Indemnified Person, the Indemnifying Person and the Indemnified Person shall in that case jointly assume the defense thereof. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right, at its own expense, to participate in the defense thereof and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any such claim, suit, action, litigation or proceeding period during which the Indemnifying Person has not assumed the defense thereof (including other than during any Tax auditperiod in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If Sellers assume the Indemnifying Person 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 Indemnifying Person’s request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such defenseThird-Party Claim, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection and making officers, directors, employees and agents of counsel) andthe Indemnified Person available on a mutually convenient basis to provide information, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedingstestimony at depositions, hearings or trials, and conferences with such other assistance as may be reasonably requested by the Indemnifying Person. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, the Indemnified Person shall not admit any taxing authority liability with respect theretoto, and mayor settle, in their sole discretioncompromise or discharge, either pay such Third-Party Claim without the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's Indemnifying Person’s prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). Sellers and Buyer The Indemnifying Person shall jointly control all proceedings taken in connection not admit any liability with respect to, or settle, compromise or discharge any Tax Third-Party Claim relating solely to Taxes of without the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' Indemnified Person’s prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company withheld or a Subsidiary for a Straddle Period without delayed) unless any such admission, settlement, compromise or discharge also releases the other party's prior written consent (which consent shall not be unreasonably withheld)Indemnified Person completely in connection with such Third-Party Claim.

Procedures Relating to Indemnification. Any claims The Lender shall give the -------------------------------------- Purchaser prompt written notice of any damages claim asserted against Lender or discovery of fact upon which the Lender intends to base a request for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claimunder Section 7.04(c). If such damages claim or the circumstances giving rise to Lender's belief that a legal action or proceeding will be commenced, the Purchaser may, at its option assume the defense of any claim shall be made in such legal action or proceeding by any taxing authority, which, if successful, might result in an indemnity payment giving written notice to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim the Lender within thirty (a "TAX CLAIM") within ten (1030) days of receipt of any a notice of such claim from the taxing authorityLender and appoint as lead counsel in such defense any legal counsel that is reasonably acceptable to the Lender. In such event, the Lender shall be entitled to participate in, but not control, (unless Lender in good faith believes its rights will otherwise be prejudiced) the defense and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Lender's own expense (unless Lender's counsel is employed because of Lender's good faith belief that its rights may be prejudiced) unless the Lender and the Purchaser are both named parties to the proceeding and the Lender has reasonably concluded that there may be one or such earlier time more legal defenses which are different from or in addition to those available to the Purchaser. The Purchaser shall not be liable for any settlement, compromise, discharge or other disposition of damages by the Lender that would allow Sellers to timely respond to such claim Lender obtains without the prior written consent of the Purchaser, which shall not be unreasonably withheld or demand, and denied. The parties shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate cooperate in and assume the defense of any claim and shall furnish such claimrecords, suitinformation and testimony, action, litigation or proceeding (including any Tax audit). If Sellers assume provide such defense, Sellers shall control all witnesses and attend such conferences and proceedings taken as may be reasonably requested in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)therewith.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied Promptly after receipt by a schedule party indemnified under Section 7 or schedules setting forth the Indemnitee's calculation 8 above of written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder, such claim. If indemnified party will, if a claim shall is to be made by against an indemnifying party, notify the indemnifying party thereof in writing, but the 10 omission so to notify the indemnifying party will not relieve the indemnifying party from any taxing authorityliability (otherwise than under Section 7 or 8 hereof, whichas the case may be) which it may have to the indemnified party. Thereafter, if successfulthe indemnified party and the indemnifying party shall consult, might result in an indemnity payment to Buyer pursuant the extent appropriate, with a view to Section 3(a), Buyer shall notify Sellers in writing minimizing the cost to the indemnifying party of such claim (a "TAX CLAIM") within ten (10) days of receipt its obligations hereunder. In case any indemnified party receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder and it notifies the indemnifying party thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the taxing authorityindemnified party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, -------- however, that if the parties against which any loss, claim, damage or such earlier time liability ------- arises include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that would allow Sellers the defenses available to timely respond it create a conflict of interest for the counsel selected by the indemnifying party under the code of professional responsibility applicable to such claim or demandcounsel, the indemnified party shall have the right to select one separate counsel to assume such legal defenses and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, otherwise to participate in and the defenses of such loss, claim, damage or liability on behalf of the indemnified party. Upon receipt by the indemnified party of notice from the indemnifying party of its election so to assume the defense of any such loss, claim, suitdamage or liability and approval by the indemnified party of counsel, actionthe indemnifying party shall not be liable to the indemnified party under Section 7 or 8 hereof, litigation as the case may be, for any legal or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such Tax Claim counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (including selection ii) the indemnifying party shall not have employed and continued to employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of counselcommencement of the action, (iii) andthe indemnified party shall have reasonably concluded that there may be legal defenses which are available to it which are different from and conflict with those available to the indemnifying party, or (iv) the indemnifying party shall have authorized in writing the employment of separate counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall, without limiting prior written consent of the foregoing indemnified party, effect any settlement of any pending or threatened action in respect of which the indemnified party is or is entitled or subject to be a party and notwithstanding anything else contained hereinthe indemnified party is entitled to indemnity hereunder unless such settlement (i) includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not require any admission or acknowledgement of culpability or wrongdoing on behalf of an indemnified party. No indemnifying party shall be liable for any settlement, may compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its written consent. If the indemnification provided for under Section 7 or 8 above is unavailable to or insufficient to hold harmless an indemnified party in their sole discretion pursue respect of any losses, claims, damages or forego any liabilities (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and all administrative appealsthe Underwriters on the other from the offering of the Securities. If, proceedingshowever, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where 11 allocation provided by the immediately preceding sentence is not permitted by applicable law permits or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such refund suits amount paid or coxxxst payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the Tax Claim relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any permissible mannerother relevant equity considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters in respect of underwriting discounts and commissions as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this section were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this section. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoingprovisions of this section, Sellers no Underwriter shall not settle be required to contribute any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken amount in connection with any Tax Claim relating solely to Taxes excess of the Companies or amount by which the Subsidiaries for a Straddle Period. Buyer, total price at which the Companies Securities underwritten by it and distributed to the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, public were offered to the retention and (upon Sellers' request) public exceeds the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation amount of any material provided hereunder damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to testify at proceedings relating to contribution from any person who was not guilty of such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)fraudulent misrepresentation.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall (a) Each Person to be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer indemnified pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim SECTION 8.1 or SECTION 8.2 (an "INDEMNIFIED PARTY") agrees to give prompt notice (a "TAX NOTICE OF THIRD PARTY CLAIM") within ten (10) days to the indemnifying parties of receipt the assertion of any 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 under SECTION 8.1 or SECTION 8.2; provided that the omission so to promptly notify the indemnifying parties with respect to a 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 SECTION 8.1 or SECTION 8.2 except to the extent 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 such indemnifying party shall so assume the defense and settlement of any Third Party Claim brought against or sought to be collected from such indemnified party, such Third Party Claim shall be conclusively deemed a matter in respect of which such indemnified party is entitled to be indemnified by such indemnifying party under SECTION 8.1 or SECTION 8.2, as the case may be; and provided further 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 indemnifying party. After notice from the taxing authorityindemnifying 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, or such earlier time that would allow Sellers to timely respond the indemnifying party shall not be liable to such claim indemnified party under SECTION 8.1 or demandSECTION 8.2, and shall give Sellers as the case may be, for any legal or other expenses subsequently incurred by such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that such Tax Claim (including selection indemnified party shall have the right to employ counsel to represent such party if in the reasonable judgment of counsel) andsuch party, without limiting it is advisable for such party to be represented by separate counsel because the foregoing representation of both the indemnified party and notwithstanding anything else contained herein, may the indemnifying party in their sole discretion pursue or forego any such matter could present such counsel with a potential conflict of interest and all administrative appeals, proceedings, hearings in such event the fees and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay expenses of such separate counsel shall be paid by the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible mannerindemnifying party. Notwithstanding the foregoingforegoing provisions of this SECTION 8.3(a), Sellers the indemnifying party shall not settle (A) without the prior written consent of an indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such claimindemnified party is, suitor with reasonable foreseeability, actioncould 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, litigation unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding (provided that, whether or proceeding not such a release is required to be obtained, the indemnifying party shall remain liable to such indemnified party in accordance with SECTION 8.1 or SECTION 8.2 in the event that a Third Party Claim is subsequently brought against or sought to be collected from such 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 Buyersuch indemnifying party's prior written consent (which consent shall not be unreasonably withheld), but if settled with such indemnifying party's written consent, or if there is a final judgment for the plaintiff in any such Third Party Claim, such indemnifying party agrees (to the extent stated above) to indemnify the indemnified party from and against any loss, liability, claim, damage or expense by reason of such settlement or judgment. Sellers and Buyer The indemnification required by SECTION 8.1 or SECTION 8.2, as the case may be, shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes be made by periodic payments of the Companies amount thereof during the course of the investigation or the Subsidiaries for a Straddle Period. Buyerdefense, the Companies as and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claimwhen bills are received or loss, which cooperation shall includeliability, without limitationclaim, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information damage or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)expense is incurred.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth Promptly after the Indemnitee's calculation of such claim. If a claim shall be made receipt by any taxing authorityparty hereto of notice of any claim, whichaction, if successfulsuit or proceeding of any third party which is subject to indemnification by any party hereunder, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer such party or parties (the "Indemnified Party") shall notify Sellers in writing give written notice of such claim (a "TAX CLAIMNotice of Claim") within ten (10) days to the party or parties obligated to provide such claim and the amount thereof, to the extent known. The failure of receipt of any notice the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party's ability to seek indemnification from the taxing authority, or such earlier time that would allow Sellers Indemnifying Party. The Indemnifying Party shall be entitled to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense or settlement of such matter and the parties agree to cooperate in any such claimdefense or settlement and to give each other full access to all information relevant thereto. Except as otherwise provided in this Agreement, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers Indemnifying Party shall not settle be obligated to indemnify an Indemnified Party hereunder for any such claim, suit, action, litigation or proceeding settlement entered into without Buyerthe Indemnifying Party's prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed. If any Notice of Claim relates to a claim by a person or persons (other than by federal, state, local or foreign tax authorities or by the Buyer or SmarTalk). Sellers , and Buyer shall jointly control all proceedings taken the amount of such claim is acknowledged by Seller to be fully covered by the foregoing indemnity, as limited herein, the Seller may elect to defend against such claim at its expense, in connection with any Tax Claim relating solely to Taxes lieu of the Companies Buyer or SmarTalk assuming such defense; PROVIDED, that Buyer or SmarTalk shall be entitled to participate in or monitor such defense at its expense and Seller will fully cooperate with Buyer or SmarTalk and its counsel with respect thereto. If the Subsidiaries for a Straddle PeriodSeller or any other persons as provided above elect to assume such defense, they shall retain counsel reasonably satisfactory to the Buyer or SmarTalk. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers No compromise or settlement of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not claim may be unreasonably withheld). Neither effected by either party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification. Any claims (OTHER THAN FOR TAX CLAIMS). In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims) in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Person 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 Person shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (except that the Indemnifying Person shall not be liable for any Losses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim. If a claim shall Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers Indemnified Person. Should the Indemnifying Person so elect to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person 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 Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any such claim, suit, action, litigation or proceeding period during which the Indemnifying Person has not assumed the defense thereof (including other than during any Tax auditperiod in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If Sellers assume such defensethe Indemnifying Person chooses to defend or prosecute any Third-Party Claim, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries parties hereto shall cooperate reasonably with Sellers in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the Indemnifying Person's request) the provision to Sellers the Indemnifying Person of records and information which are reasonably relevant to such Tax Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, in the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld).manner specified in

Procedures Relating to Indemnification. Any claims for (a) party seeking indemnification made hereunder shall be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a)this Article 8 (an "Indemnified Party") shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, Buyer shall notify Sellers the incurrence of any Damages, or the commencement of any action, suit or proceeding of which it has knowledge and in writing respect of such claim which indemnity may be sought hereunder (a "TAX CLAIMThird Party Claim") ), and will give the Indemnifying Party 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 liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. 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 such Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after receipt of any notice from the taxing authority, Indemnified Party of the commencement of or such earlier time that would allow Sellers to timely respond to such assertion of any claim or demandaction, and shall give Sellers such other information with suit or proceeding by a third party in respect thereto as Sellers of which indemnity may reasonably request. Sellers maybe sought hereunder, at their own expense, participate in and 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 expressly agrees in such notice 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 such claimadverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the preceding sentence if it is a regulated utility. Should the Indemnifying Party elect to assume the defense of a Third Party Claim pursuant to this Section 8.6, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken the Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)defense thereof.

Procedures Relating to Indemnification. Any claims for indemnification If a Third Party Claim is made hereunder against an indemnified party, the indemnifying party shall be accompanied 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 a schedule or schedules setting 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 6.2 in respect of the Litigation listed in the Litigation Letter in accordance with the terms of this Agreement and, subject to any limitations set forth the Indemnitee's calculation of in this Article VI, GE and GECS intend to continue to defend against all such claimLitigation. If a claim GE and GECS shall be made by any taxing authority, which, if successful, might result obligated to assume the defense of the Litigation listed in an indemnity payment the Litigation Letter and all other Third Party Claims subject to Buyer indemnification pursuant to Section 3(a)6.2, Buyer 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 defense pursuant to PWG's rights under this Article VI. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall notify Sellers not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in writing of connection with the defense thereof, provided, however, that (i) if the indemnifying party assumes such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from defense, the taxing authority, or such earlier time that would allow Sellers indemnified party shall have the right to timely respond participate in the defense thereof and to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers mayemploy counsel, at their its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense and (ii) the indemnified party shall be entitled to employ separate counsel, at the expense of the indemnifying party, and to participate in the 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 shall only be responsible under this clause (ii) for the fees of one counsel in each relevant jurisdiction for all indemnified 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 failed to assume the defense thereof. If the 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 claimThird 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.), suitother than any such employee who has already entered into a cooperation agreement with respect to Litigation involving KP & Co. prior to the date hereof. In addition, actionif the 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 proceeding to raise counterclaims, (including ii) promptly advise the 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 Tax audit)such defenses or counterclaims. With respect to 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 Third Party Claim and which may be the basis for a counterclaim or defense of such Third Party Claim. If Sellers assume 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 required to be paid under this Article VI by the indemnifying party in respect of such defenseThird Party Claim (which payment shall be made contemporaneously with the indemnified party's agreement to such settlement, Sellers shall control all proceedings taken compromise or discharge), which releases the indemnified party completely in connection with such Tax Third Party Claim and which would not otherwise adversely affect (including selection of counselother than to a de minimis degree) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego indemnified party. The indemnified party shall not admit any and all administrative appeals, proceedings, hearings and conferences with any taxing authority liability with respect theretoto, and mayor settle, compromise or discharge, any Third Party Claim the defense of which shall have been assumed by the indemnifying party in their sole discretion, either pay accordance with the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst terms hereof without the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyerindemnifying party's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer The indemnified party shall jointly control all proceedings taken in connection have the right to admit any liability with respect to, or settle, compromise or discharge, any Tax Third Party Claim relating solely to Taxes the defense of which shall not have been assumed by the Companies or indemnifying party. Notwithstanding the Subsidiaries for a Straddle Period. Buyerforegoing, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent indemnifying party shall not be unreasonably withheld)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. Neither If such non-monetary relief portion of the Third Party Claim can be separated from that for money damages, the indemnifying party shall settle a Tax be entitled to assume the defense of the portion relating to money damages. In conducting the defense of any Third Party Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall where non-monetary and monetary relief cannot be unreasonably withheld)separated, the indemnified parties shall promptly advise the indemnifying parties of all material developments in respect of such Third Party Claim as they occur. The indemnification required by Sections 6.2 and 6.3 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 Losses are incurred. The indemnifying party shall pay to the 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. Any claims In order for an Indemnified Person 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 Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Person of written notice of the Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder shall be accompanied by in the absence of actual and material prejudice as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure. Thereafter, the Indemnified Person shall promptly deliver to the Indemnifying Person copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim. If a claim Third-Party Claim is made against the Indemnified Person, the Indemnifying Person shall have the right to assume the defense (at the Indemnifying Person's expense) of any such Third-Party Claim through counsel of its own choosing by so notifying the Indemnified Person within 10 Business Days after the first receipt by the Indemnifying Person of such notice described above; PROVIDED, HOWEVER, that any such counsel shall be made by reasonably satisfactory to the Indemnified Person. If, under applicable standards of professional conduct, a conflict with respect to any taxing authority, which, if successful, might result significant issue between the Indemnified Person and Indemnifying Person exists in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing respect of such claim (a "TAX CLAIM") within ten (10) days Third-Party Claim, the Indemnifying Person shall pay the reasonable fees and expenses of receipt such additional counsel as may be required to be retained in order to eliminate such 49 conflict. The Indemnifying Person will be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense of any Third-Party Claim (other than during any period in which the Indemnified Person will have failed to give notice from of a Third-Party Claim as provided above). If the taxing authority, or such earlier time that would allow Sellers Indemnifying Person elects to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of any a Third-Party Claim, the Indemnified Person 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 Person, it being understood that the Indemnifying Person shall control such claim, suit, action, litigation or proceeding (including any Tax audit)defense. If Sellers assume such defensethe Indemnifying Person chooses to defend or prosecute any Third-Party Claim, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries parties hereto shall cooperate reasonably with Sellers in contesting any Tax Claimthe defense or prosecution thereof, which cooperation shall include, without limitationto the extent reasonably requested by the Indemnifying Person, the retention retention, and (upon Sellers' request) the provision to Sellers the Indemnifying Person, of records and information which are reasonably relevant to such Tax Third-Party Claim, and making employees of the Business available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder. Notwithstanding the foregoing, in the event a Third-Party Claim is made against the Indemnified Person as to which such Indemnified Person is entitled to seek indemnification hereunder and (i) such Indemnified Person reasonably concludes that the Indemnifying Person is not diligently defending such Indemnified Person or (ii) if the Indemnified Person believes in good faith that there is a reasonable possibility that a Third-Party Claim may materially and adversely affect the ongoing business of the Indemnified Person, then the Indemnified Person shall be entitled to testify settle, compromise and defend (and to employ counsel of its choice) such Third-Party Claims; PROVIDED, HOWEVER, the Indemnifying Person shall have the right to participate in the defense thereof and to employ counsel, at proceedings relating its own expense, separate from the counsel employed by the Indemnified Person, it being understood that the Indemnified Person shall control such defense. If the Indemnified Person does not settle, compromise and defend such Third-Party Claim, the Indemnifying Person shall then have the right to contest and defend (but not settle) such Tax Third-Party Claim. In no case shall BuyerIf the Indemnifying Person elects to defend or prosecute any Third-Party Claim, the Companies Indemnified Person shall agree to any settlement, compromise or discharge of such Third-Party Claim the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written Indemnifying Person may recommend and that, by its terms, discharges the Indemnified Person and its Affiliates from full liability in connection with such Third-Party Claim; PROVIDED, HOWEVER, that, the Indemnifying Person shall not consent (which consent to, and the Indemnified Person shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely required to Taxes agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Person or its Affiliates or (ii) does not include as an unconditional term thereof the giving of a Company release from all liability with respect to such Third-Party Claim by each claimant or a Subsidiary for a Straddle Period without plaintiff to each Indemnified Person that is the other party's subject of such Third-Party Claim. The settlement or consent to entry of judgment shall require the prior written approval of the Indemnified Person. For purposes of this subparagraph, "consent (which consent to entry of judgment" shall not be unreasonably withheld)read to encompass failure by the Indemnifying Person to finally pursue and perfect any rights of appeal, including discretionary appellate review in the nature of certiorari petition or otherwise.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth Promptly after the Indemnitee's calculation of such claim. If a claim shall be made receipt by any taxing authorityparty hereto of notice of any claim, whichaction, if successfulsuit or proceeding of any third party which is subject to indemnification hereunder, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer such party or parties (the "Indemnified Party") shall notify Sellers in writing give written notice of such claim (a "TAX CLAIMNotice of Claim") within ten to the party or parties obligated to provide indemnification hereunder (10) days collectively, the "Indemnifying Party"), stating the nature and basis of receipt such claim and the amount thereof, to the extent known. The failure of any notice the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party's ability to seek indemnification from the taxing authority, or such earlier time that would allow Sellers Indemnifying Party. The Indemnifying Party shall be entitled to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense or settlement of such matter and the parties agree to cooperate in any such claim, suit, action, litigation defense or proceeding (including any Tax audit)settlement and to give each other full access to all information relevant thereto. If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers The Indemnifying Party shall not settle be obligated to indemnify an Indemnified Party hereunder for any such claim, suit, action, litigation or proceeding settlement entered into without Buyerthe Indemnifying Party's prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed. If any Notice of Claim relates to a claim by a person or persons (other than by federal, state or local income tax authorities or by the Buyer or SPACEHAB). Sellers , and Buyer shall jointly control all proceedings taken the amount of such claim is acknowledged by Seller to be fully covered by the foregoing indemnity, as limited herein, the Seller may elect to defend against such claim at its expense, in connection with any Tax Claim relating solely to Taxes lieu of the Companies Buyer or SPACEHAB assuming such defense; provided, that Buyer or SPACEHAB shall be entitled to participate in or monitor such defense at its expense and Seller will fully cooperate with Buyer or SPACEHAB and its counsel with respect thereto. If the Subsidiaries for a Straddle PeriodSeller or any other persons as provided above elect to assume such defense, they shall retain counsel reasonably satisfactory to the Buyer or SPACEHAB. Buyer, No compromise or settlement of such claim may be effected by either party without the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written other party's consent (which consent shall not be unreasonably withheld). Neither ) unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without and (ii) the other party's prior written consent (which consent shall not be unreasonably withheld)sole relief provided is monetary damages that are paid in full by the party seeking the settlement.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder Each Indemnified Party shall, promptly after the receipt of notice of the commencement of any claim against such Indemnified Party by a third party in respect of which indemnity may be sought from the Indemnifying Party hereunder, notify the Indemnifying Party in writing of the commencement thereof. The omission or delay of any Indemnified Party to so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party (a) other than pursuant to this Section 10 or (b) under this Section 10 unless, and only to the extent that, such omission results in the Indemnifying Party's forfeiture of rights or defenses. In case any such claim shall be accompanied brought against any Indemnified Party by a schedule third party, and the Indemnified Party shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in the defense thereof, and if it so chooses, to assume the defense thereof at its own expense, upon written confirmation that such Indemnifying Party agrees to indemnify the Indemnified Party for any Losses arising out of or schedules setting forth in connection with such claim, with counsel satisfactory to such Indemnifying Party in its reasonable judgment; provided, however, that any Indemnified Party may retain separate counsel to participate in such defense at its own expense, and in the Indemnitee's calculation event the Indemnifying Party does not provide the written confirmation required by this sentence, the Indemnified Party may retain counsel to defend such claim and shall be entitled to reimbursement of the reasonable fees and disbursements of such counsel in accordance with this Section 10. Notwithstanding the foregoing, in any claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such claim if, in the opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the reasonable fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such reasonable fees and expenses of such counsel incurred in any action contemplated in (x) or (y) above between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Indemnifying Party agrees that it will not, without the prior written consent of the Indemnified Parties, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made or would reasonably be expected to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such claim. If a The Indemnifying Party shall not be liable for any settlement of any claim effected against an Indemnified Party without its written consent. The rights accorded to an Indemnified Party hereunder shall be made in addition to any rights that any Indemnified Party may have by any taxing authorityseparate agreement (including, whichwithout limitation, if successful, might result in an indemnity payment to Buyer the Investors' Rights Agreement dated as of the date hereof among the Company and certain investors listed therein) or pursuant to Section 3(a)the federal securities laws. Notwithstanding the foregoing, Buyer the Indemnifying Party shall notify Sellers not be entitled to assume the defense of any claim brought against any Indemnified Party by a third party (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in writing defending such claim) if such 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 counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of such 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. In the event any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Section 10 that does not involve a "TAX CLAIM") claim by a third party being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim to the Indemnifying Party. The failure by an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Indemnifying Party has been actually and materially prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within ten (10) business days following its receipt of receipt such notice that the Indemnifying Party disputes such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Section 10 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice from in which the taxing authorityamount of the claim is estimated, or on such earlier time that would allow Sellers to timely respond later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible timely manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies Indemnified Party and the Subsidiaries Indemnifying Party shall cooperate reasonably with Sellers proceed in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision good faith to Sellers negotiate a resolution of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)dispute.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth Promptly after the Indemnitee's calculation of such claim. If a claim shall be made receipt by any taxing authorityparty hereto of notice of any claim, whichaction, if successfulsuit or proceeding of any third party for which it intends to seek indemnification hereunder, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer such party or parties (the "Indemnified Party") shall notify Sellers in writing give written notice of such claim (a "TAX CLAIMNotice of Claim") within ten to the party or parties obligated to provide indemnification hereunder (10) days collectively, the "Indemnifying Party"), stating the nature and basis of receipt such claim and the amount thereof, to the extent known. The failure of any notice the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party's ability to seek indemnification from the taxing authority, or Indemnifying Party unless such earlier time that would allow Sellers failure to timely respond to such claim or demand, and shall give Sellers such other information so notify has resulted in the loss of substantive rights with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume to the defense of any Indemnifying Party's ability to defend such claim, suit, action, litigation and then only to the extent of such loss. The Indemnifying Party shall be entitled to participate in the defense or proceeding (including any Tax audit). If Sellers assume settlement of such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting matter and the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim parties agree to cooperate in any permissible mannersuch defense or settlement and to give each other full access to all information relevant thereto. Notwithstanding the foregoing, Sellers The Indemnifying Party shall not settle be obligated to indemnify an Indemnified Party hereunder for any such claim, suit, action, litigation or proceeding settlement entered into without Buyerthe Indemnifying Party's prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed. If any Notice of Claim relates to a claim by a person or persons (other than by federal, state or local income tax authorities or by Parent). Sellers , and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely the amount of such claim is acknowledged by the Company Stockholder to Taxes of be fully covered by the Companies or the Subsidiaries for a Straddle Period. Buyerforegoing indemnity, the Companies Company Stockholder may elect to defend against such claim at his expense, in lieu of Parent assuming such defense; provided that the Parent shall be entitled to participate in or monitor such defense at its expense and the Subsidiaries Company Stockholder will fully cooperate with the Parent and their counsel with respect thereto. If the Company Stockholder so elects to assume such defense, he shall cooperate retain counsel reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, satisfactory to Parent. No compromise or settlement of such claim may be effected by either party without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written other party's consent (which consent shall not be unreasonably withheld). Neither ) unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without and (ii) the other party's prior written consent (which consent shall not be unreasonably withheld)sole relief provided is monetary damages that are paid in full by the party seeking the settlement.

Procedures Relating to Indemnification. Any claims In order for an Indemnified Person 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 Person (a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Person 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 Person shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure. If a claim shall Third-Party Claim is made against an Indemnified Person, the Indemnifying Person will be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers Indemnified Person. Should the Indemnifying Person so elect to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person 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 Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any such claim, suit, action, litigation or proceeding period during which the Indemnifying Person has not assumed the defense thereof (including other than during any Tax auditperiod in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If Sellers assume the Indemnifying Person 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 Indemnifying Person's request) the provision to the Indemnifying Person of Records and information which are reasonably relevant to such defenseThird-Party Claim, Sellers and making employees available on a mutually convenient basis in the manner specified in Section 7.5 to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall control all proceedings taken in connection with such Tax Claim (including selection have assumed the defense of counsel) anda Third-Party Claim, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego Indemnified Person shall not admit any and all administrative appeals, proceedings, hearings and conferences with any taxing authority liability with respect theretoto, and mayor settle, in their sole discretioncompromise or discharge, either pay such Third-Party Claim without the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without BuyerIndemnifying Person's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies withheld or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withhelddelayed).

Procedures Relating to Indemnification. Any claims In order for a SVI Indemnified Party or a Buyer Indemnified Party (either, an "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person, firm, governmental authority 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 within 30 business days 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 shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (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 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; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. If a claim shall Third Party Claim is made against an Indemnified Party, the indemnifying party will be made by any taxing authority, whichentitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers Indemnified Party. Should the indemnifying party so elect to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and 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. 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, 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 such claim, suit, action, litigation or proceeding period during which the indemnifying party has not assumed the defense thereof (including other than during any Tax auditperiod in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If Sellers assume such defensethe indemnifying party chooses to defend or prosecute any Third Party Claim, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries parties hereto shall cooperate reasonably with Sellers in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the indemnifying party's request) the provision to Sellers the indemnifying party of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. Whether or to testify at proceedings relating to such Tax not the indemnifying party shall have assumed the defense of a Third Party Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent Indemnified Party shall not be unreasonably withheld). Neither party shall settle a Tax admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other indemnifying party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification. Any claims In order for an Indemnified Person to be entitled to any indemnification made hereunder shall be accompanied by a schedule provided for under this Agreement in respect of, arising out of or schedules setting forth the Indemnitee's calculation of such claim. If involving a claim shall be or demand made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim Person against the Indemnified Person (a "TAX CLAIMThird-Party Claim") ), such Indemnified Person must provide the Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly and in any event within ten (10) days Business Days after receipt by such Indemnified Person 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 Person shall have been actually prejudiced as a result of such failure (except that the Indemnifying Person shall not be liable for any expense incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's receipt thereof, copies of any notice from all notices and documents (including court papers) received by the taxing authorityIndemnified Person relating to the Third-Party Claim. If a Third-Party Claim is made against an Indemnified Person, or such earlier time that would allow Sellers the Indemnifying Person will be entitled to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person. If the Third-Party Claim includes allegations for which the Indemnifying Person both would and would not be obligated to indemnify the Indemnified Person, the Indemnifying Person and the Indemnified Person shall in that case jointly assume the defense thereof. Should the Indemnifying Person so elect to assume the defense of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any such claim, suit, action, litigation or proceeding period during which the Indemnifying Person has not assumed the defense thereof (including other than during any Tax auditperiod in which the Indemnified Person shall have failed to give notice of the Third- Party Claim as provided above). If Sellers assume the Indemnifying Person 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 Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such defenseThird-Party Claim, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection and making officers, directors, employees and agents of counsel) andthe Indemnified Person available on a mutually convenient basis to provide information, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedingstestimony at depositions, hearings and conferences with any taxing authority with respect theretoor trials, and may, in their sole discretion, either pay such other assistance as may be reasonably requested by the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible mannerIndemnifying Person. Notwithstanding the foregoing, Sellers in the event a Third-Party Claim is made against an Indemnified Person as to which such Indemnified Person is entitled to seek indemnification hereunder and such Indemnified Person reasonably concludes that the Indemnifying Person lacks the financial and personnel resources to vigorously defend such Indemnified Person, that the Indemnifying Person has failed to assume the defense of the Indemnified Person, or that the Indemnifying Person is not diligently defending such Indemnified Person, then in each such case the Indemnified Person may elect to retain the defense of such Third-Party Claim and will be entitled to be reimbursed by the Indemnifying Person for its Losses incurred in such defense (including, without limitation, reasonable attorneys fees), such expenditures to be reimbursed promptly after submission of invoices therefor. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, the Indemnified Person shall not settle admit any liability with respect to, or settle, compromise or discharge, such claim, suit, action, litigation or proceeding Third-Party Claim without Buyerthe Indemnifying Person's prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent The Indemnifying Person shall not be unreasonably withheld). Neither party shall settle a Tax admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other partyIndemnified Person's prior written consent (which consent shall not be unreasonably withheldwithheld or delayed); provided, however, that the Indemnified Person shall agree to any admission of liability, settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Person may recommend and that by its terms obligates the Indemnifying Person to pay the full amount of the liability in connection with such Third-Party Claim and which releases the Indemnified Person completely in connection with such Third-Party Claim.

Procedures Relating to Indemnification. Any claims In order for the Seller or the Purchaser to be entitled to any indemnification made provided for under this Agreement, arising out of or involving a Seller's Claim or a Purchaser's Claim, the indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Seller's Claim or the Purchaser's Claim, as the case may be, within thirty (30) days after receipt by the Purchaser of written notice of the Seller's Claim or the Purchaser's Claim, as the case may be; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall be accompanied by have been actually prejudiced as a schedule or schedules setting forth the Indemnitee's calculation result of such claimfailure (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). If a claim Thereafter, the indemnified party shall deliver to the indemnifying party, within twenty (20) business days after the Purchaser's receipt thereof, copies of all notices and documents (including court papers) received by the Purchaser relating to the Seller's Claim or the Purchaser's Claim, as the case may be made by any taxing authority, whichThe indemnifying party will be entitled to participate in the defense thereof and, if successfulit so chooses, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of any the indemnified party (unless the indemnified party is also a party to such claimSeller's Claim or the Purchaser's Claim, suitas the case may be, actionand 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 Seller's Claim or the Purchaser's Claim, litigation or proceeding (including any Tax audit). If Sellers as the case may be, and so elects to assume such defense, Sellers shall control all proceedings taken 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. If the indemnifying party assumes such Tax Claim 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 indemnified party, it being understood that the indemnifying party shall control such defense (including selection except in the circumstances set forth in the parenthetical to the first sentence of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheldthis paragraph). Sellers The indemnifying party shall be liable for the fees and Buyer 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 12.03 in which the indemnified shall jointly control all proceedings taken in connection with any Tax Claim relating solely have failed to Taxes give notice of the Companies Seller's Claim or the Subsidiaries for a Straddle PeriodPurchaser's Claim, as the case may be, as provided above). BuyerIf the indemnifying party chooses to defend or prosecute any Seller's Claim or the Purchaser's Claim, as the Companies and case may be, all of the Subsidiaries parties hereto shall cooperate reasonably with Sellers in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the indemnifying party's request) the provision to Sellers the indemnifying party of records and information which are reasonably relevant to such Tax Seller's Claim or the Purchaser's Claim, as the case may be, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. Whether or to testify at proceedings relating to such Tax not the indemnifying party shall have assumed the defense of a Seller's Claim or the Purchaser's Claim. In no , as the case shall Buyermay be, the Companies indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Seller's Claim or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period Purchaser's Claim, as the case may be, without the other indemnifying party's prior written consent (which consent shall not be unreasonably withheldwithheld or delayed).

Procedures Relating to Indemnification. Any claims In order for a party to be entitled to any indemnification made hereunder shall be accompanied by a schedule or schedules setting forth the Indemnitee's calculation under this Agreement in respect of such claim. If a claim shall be or demand made by any taxing authoritythird party (a “Claim”) against that party or the Company (the “Indemnified Party”), whichsuch Indemnified Party must notify the indemnifying party or parties of the Claim reasonably promptly after receipt of notice of the Claim, provided, however, that failure to give such notification shall not affect the indemnification provided under this Agreement except to the extent the indemnifying party or parties shall have been actually prejudiced as a result of such failure (except that the indemnifying party or parties shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). After such notice, the indemnifying party or parties shall be entitled, if it or they so elects, to take control of the defense and investigation of such Claim and to employ and engage attorneys of its or their own choice who are reasonably satisfactory to the Indemnified Party to handle and defend the same, at the indemnifying party’s or parties’ risk and expense; provided, that (i) if two or more Sellers are the indemnifying parties for the same Claim, then such Sellers may jointly make such election or one or more of such Sellers may authorize another Seller that is an indemnifying party to make such election and (ii) if such Claim involves a permanent injunction or any customer or supplier of the Company and would be reasonably expected to have a Material Adverse Effect if successful, might result in an indemnity payment then no Seller shall be permitted to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing so take control of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, defense or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers investigation but may, at their its own expensecost, participate in the investigation, trial and defense of such Claim and any appeal arising therefrom. The Indemnified Party shall cooperate in all reasonable respects with the indemnifying party or parties and such attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom, provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such Claim and any appeal arising therefrom. If the indemnifying party or parties shall assume the defense with counsel reasonably satisfactory to the Indemnified Party, the indemnifying party or parties shall not be liable for any legal expenses subsequently incurred by the Indemnified Party. The indemnifying party or parties shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any such claim, suit, action, litigation period during which the indemnifying party or proceeding parties has failed to assume the defense thereof (including any Tax auditother than during the period prior to the time the Indemnified Party shall have given notice of the Claim as provided above). If Sellers assume such defensethe indemnifying party or parties shall have assumed the defense of a Claim, Sellers the Indemnified Party shall control all proceedings taken agree to any settlement, compromise or discharge of a Claim which the indemnifying party or parties may recommend and which by its terms obligates the indemnifying party or parties to pay the full amount it is obligated to pay under this Agreement in connection with such Tax Claim (including selection of counsel) andClaim, without limiting which releases the foregoing and notwithstanding anything else contained herein, may Indemnified Party completely in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences connection with any taxing authority with respect theretosuch Claim, and may, in their sole discretion, either pay which would not otherwise have a material adverse effect on the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst Indemnified Party. In no event may settlement of any indemnified matter hereunder be effected without the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (of the indemnifying party or parties, which consent shall not be unreasonably withheld). Sellers , and Buyer shall jointly control all proceedings taken provided the settlement releases the indemnifying party or parties completely in connection with any Tax such Claim relating solely and would not have a material adverse effect on the indemnifying party or parties (other than the effect of its obligation to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheldmake indemnification payments). Neither party Buyer shall settle a Tax Claim relating solely cause the Company to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheldperform its obligations as an Indemnified Party under this Section 9.3(c).

Procedures Relating to Indemnification. Any claims In order for a party (the "indemnified party") to be entitled to any indemnification made hereunder shall be accompanied by a schedule provided for under this Agreement in respect of, arising out of or schedules setting forth the Indemnitee's calculation of such claim. If involving a claim shall be or demand made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim person against the indemnified party (a "TAX CLAIMThird Party Claim") ), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten 10 business days 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 shall have been actually prejudiced as a result of such failure (10) days of receipt 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). The indemnifying party shall be entitled to participate in the defense of any notice from Third Party Claim and, if it so chooses and acknowledges its obligation to indemnify the taxing authorityindemnified party therefor, or to assume the defense thereof with counsel selected by the indemnifying party and 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 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 assumes such earlier time that would allow Sellers defense, the indemnified party shall have the right to timely respond participate in the defense thereof and to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may employ counsel (not reasonably request. Sellers mayobjected to by the indemnifying party), at their its own expense, participate separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. Notwithstanding the foregoing, in the event that the indemnified party reasonably determines, based on the advice of outside counsel, that there is a conflict of interest between the indemnified party and the indemnifying party in the defense of any Third Party Claim, (i) the indemnifying party shall not have the right to assume and direct the defense of such Third Party Claim on the indemnified party's behalf and (ii) the indemnifying party shall indemnify the indemnified party for all reasonable 42 37 legal fees and expenses reasonably incurred by the indemnified party in the defense thereof. If the indemnifying party so elects to assume the defense of any such claimThird Party Claim, suitall of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, action, litigation or proceeding (including the indemnified party shall not admit any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority liability with respect theretoto, and mayor settle, in their sole discretioncompromise or discharge, either pay such Third Party Claim without the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyerindemnifying party's prior written consent (which consent shall not be unreasonably withheld). Sellers 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 Buyer shall jointly control all proceedings taken which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax such Third Party Claim, which cooperation shall include, without limitation, releases the retention indemnified party completely in connection with such Third Party Claim and (upon Sellers' request) imposes no nonmonetary obligation on the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other indemnified party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied Promptly after receipt by a schedule party indemnified under Section 7 or schedules setting forth the Indemnitee's calculation 8 above of written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder, such claim. If indemnified party will, if a claim shall is to be made by against an indemnifying party, notify the indemnifying party thereof in writing, but the omission so to notify the indemnifying party will not relieve the indemnifying party from any taxing authorityliability (otherwise than under Section 7 or 8 hereof, whichas the case may be) that it may have to the indemnified party. Thereafter, if successfulthe indemnified party and the indemnifying party shall consult, might result in an indemnity payment to Buyer pursuant the extent appropriate, with a view to Section 3(a), Buyer shall notify Sellers in writing minimizing the cost to the indemnifying party of such claim (a "TAX CLAIM") within ten (10) days of receipt its obligations hereunder. In case any indemnified party receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder and it notifies the indemnifying party thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the taxing authorityindemnified party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if the parties against which any loss, claim, damage or such earlier time liability arises include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that would allow Sellers defenses available to timely respond it create a conflict of interest for the counsel selected by the indemnifying party under the code of professional responsibility applicable to such claim or demandcounsel, the indemnified party shall have the right to select one separate counsel to assume such legal defenses and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, otherwise to participate in and the defenses of such loss, claim, damage or liability on behalf of the indemnified party. Upon receipt by the indemnified party of notice from the indemnifying party of its selection so to assume the defense of any such loss, claim, suitdamage or liability and approval by the indemnified party of counsel, actionthe indemnifying party shall not be liable to the indemnified party under Section 7 or 8 hereof, litigation as the case may be, for any legal or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such Tax Claim counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (including selection ii) the indemnifying party shall not have employed and continued to employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of counselcommencement of the action or (iii) andthe indemnifying party shall have authorized in writing the employment of separate counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall, without limiting prior written consent of the foregoing indemnified party, effect any settlement of any pending or threatened action in respect of which the indemnified party is or is entitled or subject to be a party and notwithstanding anything else contained hereinthe indemnified party is entitled to indemnity hereunder unless such settlement includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action. No indemnifying party shall be liable for any settlement, may compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its written consent. If the indemnification provided for in their sole discretion pursue this Section 9 is unavailable to or forego insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and all administrative appealsthe Initial Purchasers on the other from the offering of the Notes. If, proceedingshowever, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where allocation provided by the immediately preceding sentence is not permitted by applicable law permits or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such refund suits amount paid or coxxxst payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the Tax Claim relative fault of the Company on the one hand and the Initial Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any permissible mannerother relevant equity considerations. The relative benefits received by the Company on the one hand and the Initial Purchaser on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Initial Purchasers in respect of underwriting spread as set forth in Schedule I hereto. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Initial Purchasers on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contributions pursuant to this section were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this section. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoingprovisions of this section, Sellers no Initial Purchaser shall not settle be required to contribute any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken amount in connection with any Tax Claim relating solely to Taxes excess of the Companies or amount by which the Subsidiaries for a Straddle Period. Buyer, total price at which the Companies Notes underwritten by it and distributed to the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, public were offered to the retention and (upon Sellers' request) public exceeds the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation amount of any material provided hereunder damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to testify at proceedings relating contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating contribute are several in proportion to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall their respective purchase obligations and not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)joint.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied Promptly after receipt by a schedule party indemnified under Section 7 or schedules setting forth the Indemnitee's calculation 8 above of written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder, such claim. If indemnified party will, if a claim shall is to be made by against an indemnifying party, notify the indemnifying party thereof in writing, but the omission so to notify the indemnifying party will not relieve the indemnifying party from any taxing authorityliability (otherwise than under this Section 7 or 8 hereof, whichas the case may be) which it may have to the indemnified party. Thereafter, if successfulthe indemnified party and the indemnifying party shall consult, might result in an indemnity payment to Buyer pursuant the extent appropriate, with a view to Section 3(a), Buyer shall notify Sellers in writing minimizing the cost to the indemnifying party of such claim (a "TAX CLAIM") within ten (10) days of receipt its obligations hereunder. In case any indemnified party receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder and it notifies the indemnifying party thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the taxing authorityindemnified party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if the parties against which any loss, claim, damage or such earlier time liability arises include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that would allow Sellers the defenses available to timely respond it create a conflict of interest for the counsel selected by the indemnifying party under the code of professional responsibility applicable to such claim or demandcounsel, the indemnified party shall have the right to select one separate counsel to assume such legal defenses and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, otherwise to participate in and the defenses of such loss, claim, damage or liability on behalf of the indemnified party. Upon receipt by the indemnified party of notice from the indemnifying party of its election so to assume the defense of any such loss, claim, suitdamage or liability and approval by the indemnified party of counsel, actionthe indemnifying party shall not be liable to the indemnified party under Section 7 or 8 hereof, litigation as the case may be, for any legal or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such Tax Claim counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (including selection ii) the indemnifying party shall not have employed and continued to employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of counselcommencement of the action or (iii) andthe indemnifying party shall have authorized in writing the employment of separate counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall, without limiting prior written consent of the foregoing indemnified party, effect any settlement of any pending or threatened action in respect of which the indemnified party is or is entitled or subject to be a party and notwithstanding anything else contained hereinthe indemnified party is entitled to indemnity hereunder unless such settlement includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action. No indemnifying party shall be liable for any settlement, may compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its written consent. If the indemnification provided for in their sole discretion pursue this Section 9 is unavailable to or forego insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and all administrative appealsthe Underwriters on the other from the offering of the Shares. If, proceedingshowever, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where allocation provided by the immediately preceding sentence is not permitted by applicable law permits or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such refund suits amount paid or coxxxst payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the Tax Claim relative fault of the Company on the one had and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any permissible mannerother relevant equity considerations. The relative benefits received by the Company on the one had and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters in respect of underwriting discounts and commissions as set forth in the table on the cover page of the Prospectus plus financial advisory fees paid to the Representatives by The Southern Company. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this section. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoingprovisions of this section, Sellers no Underwriter shall not settle be required to contribute any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken amount in connection with any Tax Claim relating solely to Taxes excess of the Companies or amount by which the Subsidiaries for a Straddle Period. Buyer, total price at which the Companies Shares underwritten by it and distributed to the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, public were offered to the retention and (upon Sellers' request) public exceeds the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation amount of any material provided hereunder damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to testify at proceedings relating contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating contribute are several in proportion to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall their respective underwriting obligations and not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)joint.

Procedures Relating to Indemnification. Any claims In order for indemnification made hereunder shall the Indemnified Party to be accompanied by a schedule entitled to any indemnity provided for under this Agreement in respect of, arising out of or schedules setting forth the Indemnitee's calculation of such claim. If involving a claim shall be or demand made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim Person (other than Indemnitor) against the Indemnified Party (a "TAX CLAIMThird Party Claim") ), such Indemnified Party must notify Indemnitor in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such Indemnified Party of written notice of the Third Party Claim (the "10 Day Period"); provided, however, that failure to give such notification shall not affect the indemnity provided hereunder except to the extent Indemnitor shall have been actually prejudiced as a result of such failure (except that Indemnitor shall not be liable for any expenses incurred during the period subsequent to the 10 Day Period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to Indemnitor, within five (5) business days after the Indemnified Party's receipt thereof, copies of any notice from all notices and documents (including court papers) received by the taxing authorityIndemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, or Indemnitor 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 with counsel selected by Indemnitor; provided that such earlier time that would allow Sellers counsel is not reasonably objected to timely respond by the Indemnified Party. Should Indemnitor so elect to assume the defense of a Third Party Claim, Indemnitor shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If Indemnitor assumes such claim or demanddefense, and the Indemnified Party shall give Sellers such other information with respect thereto as Sellers may have the right to separate counsel (not reasonably request. Sellers mayobjected to by Indemnitor), at their its own expense, participate in separate from the counsel employed by Indemnitor, it being understood that Indemnitor shall control such defense. Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which Indemnitor has failed to assume the defense of the Third Party Claim (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 Indemnitor so elects to assume the defense of any such claimThird Party Claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries each Indemnified Party shall cooperate reasonably with Sellers Indemnitor in contesting any Tax Claim, which the defense or prosecution thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' Indemnitor's request) the provision to Sellers Indemnitor of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. Whether or to testify at proceedings relating to not Indemnitor shall have assumed the defense of a Third Party Claim, Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Tax Claim. In no case shall Buyer, Third Party Claim without the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' Indemnitor's prior written consent (which consent shall not be unreasonably withheld). Neither party If Indemnitor shall settle a Tax Claim relating solely to Taxes have assumed the defense of a Company Third Party Claim, Indemnified Party shall agree to any settlement, compromise or a Subsidiary for a Straddle Period without discharge of such Third Party Claim which Indemnitor may recommend and which by its terms obligates Indemnitor to pay the other party's prior written consent (full amount of the liability in connection with such Third Party Claim, and which consent releases such Indemnified Party completely in connection with such Third Party Claim and which does not otherwise adversely affect such Indemnified Party. Notwithstanding the foregoing, Indemnitor shall not be unreasonably withheld)entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by 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 an Indemnified Party which such 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, Indemnitor shall be entitled to assume the defense of the portion relating to money damages.

Procedures Relating to Indemnification. Any In order for a party --------------------------------------- (the "indemnified party") to be entitled to any indemnification provided for under this Agreement (other than a claim with respect to Taxes) 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, of the Third Party Claim within 10 business days 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 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 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 the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party and 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 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 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 made hereunder shall be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall to be made hereunder, and to employ counsel (not reasonably objected to by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(athe indemnifying party), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM") within ten (10) days of receipt of any notice from the taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their its own expense, participate in 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 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 such claim, suit, action, litigation or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding without Buyer's prior written consent (which consent shall not be unreasonably withheld). Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies or the Subsidiaries for a Straddle Period. BuyerThird Party Claim, the Companies and the Subsidiaries indemnified party shall cooperate reasonably with Sellers the indemnifying party in contesting any Tax Claim, which the defense thereof. Such cooperation shall include, without limitation, include the retention and (upon Sellers' the indemnifying party's request) the provision to Sellers the indemnifying party of records and information which that are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information or and explanation of any material provided hereunder hereunder. The indemnifying party shall reimburse the indemnified party for its reasonable out- of-pocket costs of such cooperation. Whether or to testify at proceedings relating to such Tax not the indemnifying party shall have assumed the defense of a Third Party Claim. In no case shall Buyer, the Companies indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' indemnifying party's prior written consent (consent. 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 consent 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; provided, however, that, where the -------- ------- Seller is the indemnifying party, the indemnified party shall not be unreasonably withheld)required to agree to any such settlement, compromise or discharge if the Company's 57 board of directors shall have determined by resolution that such settlement, compromise or discharge could reasonably expect to have a Material Adverse Effect on the business of the Company or the Subsidiary. Neither Notwithstanding the foregoing, if the Seller is the indemnifying party shall settle and recommends a Tax Claim relating solely to Taxes settlement, compromise or discharge that would require or have the effect of a requiring the Company or a Subsidiary for to modify or amend an existing Government Contract or to otherwise take or omit to take certain actions that would not have a Straddle Period without Material Adverse Effect on the other party's prior written consent (which consent Company or such Subsidiary, the indemnified party shall not be unreasonably withheld)withhold its consent to such settlement, compromise or discharge.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder An indemnified party under this SECTION 10 shall be accompanied by a schedule or schedules setting forth give prompt written notice to the Indemnitee's calculation of such claim. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment indemnifying party (when and to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim (a "TAX CLAIM"the extent that the indemnified party has actual knowledge thereof) within ten (10) days of receipt of any notice from condition, event or occurrence or the taxing authoritycommencement of any action, suit or such earlier time that would allow Sellers to timely respond to such claim or demandproceeding for which indemnification may be sought, and the indemnifying party, through counsel reasonably satisfactory to the indemnified party and the Company, shall give Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume the defense of any such claim, suit, action, litigation thereof or proceeding (including any Tax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority other indemnification obligation with respect thereto; PROVIDED, HOWEVER, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice but at its own expense and mayPROVIDED, FURTHER, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of the indemnifying party, if, in their sole discretionthe good faith judgment of the indemnified party's counsel, either pay representation by the Tax claimed indemnifying party's counsel may present a conflict of interests. The failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this SECTION 10, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In any event, if the indemnifying party fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and sue the reasonable fees and expenses of its attorneys will be covered by the indemnity provided for a refund where applicable law permits such refund suits in this SECTION 10. No action, suit or coxxxst the Tax Claim proceeding for which indemnification may be sought shall be compromised or settled in any permissible manner. Notwithstanding manner which might adversely affect the foregoing, Sellers shall not settle any such claim, suit, action, litigation or proceeding interests of the indemnifying party without Buyer's the prior written consent of such indemnifying party (which consent shall not be unreasonably withheld). Sellers and Buyer Notwithstanding anything in this SECTION 10 to the contrary, the indemnifying party shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes not, without the written consent of the Companies indemnified party, (i) settle or compromise any action, suit or proceeding or consent to the Subsidiaries for a Straddle Period. Buyer, the Companies and the Subsidiaries shall cooperate reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation entry of any material provided hereunder judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to testify at proceedings relating to the indemnified party of a written release from all liability in respect of such Tax Claim. In no case shall Buyeraction, the Companies suit or the Subsidiaries proceeding or (ii) settle or otherwise compromise any Tax Claim relating to action, suit or proceeding in any manner that may materially and adversely affect the indemnified party other than as a Seller Year result of money damages or a Straddle Period without Sellers' prior written consent (which consent shall not be unreasonably withheld)other money payments. Neither The indemnifying party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary pay all expenses, including attorneys' fees, that may be incurred by any indemnified party in enforcing the indemnity provided for a Straddle Period without the other party's prior written consent (which consent shall not be unreasonably withheld)in this SECTION 10.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth Promptly after the Indemnitee's calculation of such claim. If a claim shall be made receipt by any taxing authorityparty hereto of notice of any claim, whichaction, if successfulsuit or proceeding of any third party for which it intends to seek indemnification hereunder, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer such party or parties (the "Indemnified Party") shall notify Sellers in writing give written notice of such claim (a "TAX CLAIMNotice of Claim") within ten to the party or parties obligated to provide indemnification hereunder (10) days collectively, the "Indemnifying Party"), stating the nature and basis of receipt such claim and the amount thereof, to the extent known. The failure of any notice the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party's ability to seek indemnification from the taxing authority, or Indemnifying Party unless such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give Sellers such other information failure has resulted in the loss of substantive rights with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in and assume to the defense of any Indemnifying Party's ability to defend such claim, suit, action, litigation and then only to the extent of such loss. The Indemnifying Party shall be entitled to participate in the defense or proceeding (including any Tax audit). If Sellers assume settlement of such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting matter and the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or coxxxst the Tax Claim parties agree to cooperate in any permissible mannersuch defense or settlement and to give each other full access to all information relevant thereto. Notwithstanding the foregoing, Sellers The Indemnifying Party shall not settle be obligated to indemnify an Indemnified Party hereunder for any such claim, suit, action, litigation or proceeding settlement entered into without Buyerthe Indemnifying Party's prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed. If any Notice of Claim relates to a claim by a person or persons (other than by federal, state or local income tax authorities or by Parent). Sellers , and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely the amount of such claim is acknowledged by the Company Stockholders to Taxes of be fully covered by the Companies or the Subsidiaries for a Straddle Period. Buyerforegoing indemnity, the Companies Company Stockholders may elect to defend against such claim at their expense, in lieu of Parent assuming such defense; provided, that Parent shall be entitled to participate in or monitor such defense at its expense and the Subsidiaries Company Stockholders will fully cooperate with Parent and its counsel with respect thereto. If the Company Stockholders so elect to assume such defense, they shall cooperate retain counsel reasonably with Sellers in contesting any Tax Claim, which cooperation shall include, satisfactory to Parent. No compromise or settlement of such claim may be effected by either party without limitation, the retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written other party's consent (which consent shall not be unreasonably withheld). Neither ) unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without and (ii) the other party's prior written consent (which consent shall not be unreasonably withheld)sole relief provided is monetary damages that are paid in full by the party seeking the settlement.