Common use of Procedures Clause in Contracts

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted or any claim or demand is asserted Promptly upon receipt by any person not a party indemnified under ---------- this Section 5 of notice of the commencement of any action against such indemnified party in respect of which indemnity or reimbursement may be sought against any indemnifying party under this Section 5, such indemnified party shall notify the indemnifying party in writing of the commencement of such action, but the failure so to notify the indemnifying party shall not relieve it of any liability which it may have to any indemnified party otherwise than under this Agreement Section 5 unless such failure shall materially adversely affect the defense of such action. In case notice of commencement of any such action shall be given to the indemnifying party as above provided, the indemnifying party shall be entitled to participate in and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and satisfactory to such indemnified party. The indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the indemnified party unless (a) the indemnifying party agrees to pay the same, (b) the indemnifying party fails to assume the defense of such action with counsel satisfactory to the indemnified party or (c) the named parties to any such action (including any impleaded parties) have been advised by such counsel that representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party). No indemnifying party shall be liable for any settlement effected without its written consent. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim is or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would could have been had the indemnified a party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall and indemnity could have the right, at its option and expense, to defend against, negotiate, or settle any been sought hereunder by such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the includes an unconditional release of such indemnified party is fully indemnified or involves other matters not binding upon from all liability on claims that are the indemnified party. An indemnifying party shall not be liable for any settlement subject matter of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted or With respect to the indemnities provided above in this Section 13, an indemnified party shall, with respect to any claim or demand made against such indemnified party for which indemnification is asserted by any person not a available, notify the indemnifying party to this Agreement in respect of which any writing of the Purchaser Parties or nature of the Seller Parties may seek indemnification pursuant to this Section 10, claim as soon as practicable but not more than ten days after the indemnified party shall promptly cause written have received notice (the "Notice") of the assertion of thereof before any such claim court or demand to be made to the indemnifying party; provided, however, that the governmental authority. The failure of the by an indemnified party to give prompt Notice notice as provided in the foregoing sentence shall not relieve the indemnifying party of its obligations hereunder unless, and only under this Section except to the extent that, such that the failure caused results in the damages for which failure of actual notice to the indemnifying party and the indemnifying party is obligated damaged as a result of the failure to be greater than they would have been had the give notice. Upon receipt of notice by an indemnifying party from an indemnified party given of the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinassertion of any such claim, the indemnifying party shall employ counsel reasonably acceptable to the indemnified party and shall assume the defense of such claim. The indemnified party shall have the right, at its option right to employ separate counsel and expense, to defend against, negotiate, or settle participate in (but not control) any such claim or demandaction, but the fees and if expenses of such counsel shall be at the expense of such indemnified party unless (a) the employment of counsel by the indemnified party has been authorized by the indemnifying party, (b) the indemnified party shall have been advised by its counsel in writing that there is a conflict of interest between the indemnifying party exercises that option, and the indemnified party in the conduct of the defense of such action (in which case the indemnifying party shall not be liable for have the right to direct the defense of such action on behalf of the indemnified party), or (c) the indemnifying party shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses incurred after of such counsel shall be at the date expense of the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand an action effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the No indemnifying party shall fail will consent to respond within ten (10) days after entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving of by the Notice, then the claimant or plaintiff to such indemnified party may retain counsel of a release from all liability in respect of such action. Whether or not the Partnership chooses to defend or prosecute a claim, each Partner shall, to the extent requested by the Partnership and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost Partnership's expense, cooperate in the prosecution or defense of such claim and expense of the indemnifying party. The parties agree to cooperate fully with each other shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may reasonably be requested in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandtherewith.

Procedures. If any proceedings are instituted Any Person entitled to be indemnified hereunder for Indemnified Taxes, Indian JV Liabilities, Pre-Closing Workers’ Compensation Liabilities, FCC Indemnified Losses, NC Property Losses, Buyer Default Liabilities Indemnity, or any claim or demand is asserted by any person not a party to other indemnity obligations explicitly set forth in this Agreement (the “Indemnified Party”) when seeking such indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in respect reasonable detail the facts giving rise to any claim for indemnification hereunder, including claims for indemnification due to a pending or threatened Proceeding by a third Person (such pending or threatened Proceeding, a “Third Person Claim”), and shall include in such Claim Notice (to the extent practicable) the amount or the method of which any computation of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10amount of such claim, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made and a reference to the indemnifying partyprovision of this Agreement; provided, however, that the failure of the indemnified party to give prompt Notice such timely notice shall not relieve the indemnifying party Indemnitor of its obligations hereunder unless, and only except to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would it shall have been had the indemnified party given the indemnifying party prompt Notice hereunderprejudiced or harmed by such failure. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after After the giving of any Claim Notice pursuant hereto, the Noticeamount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. If the Indemnitor objects to all or any part of such indemnification claim, then the indemnified party Indemnified Party will be free to pursue such remedies as may retain counsel and conduct the defense thereof as be available to it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying partyunder this Agreement. The parties agree to cooperate fully with each other in connection with judgment of a court shall be deemed final when the defensetime for appeal, negotiation if any, shall have expired and no appeal shall have been taken or settlement of any such legal proceeding, claim or demandwhen all appeals taken shall have been finally determined.

Procedures. If Each indemnified party agrees to give the indemnifying party prompt written notice of any proceedings are instituted Losses or any claim discovery of fact upon which such indemnified party intends to base a request for indemnification under Section 14.1 or demand is asserted by any person not a 14.2. Each party shall furnish promptly to this Agreement the other party copies of all papers and official documents received in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the Losses. The indemnified party shall promptly cause written notice (cooperate with the "Notice") of indemnifying party in providing witnesses and records necessary in the assertion of defense against any such claim or demand Losses. With respect to be made any Losses relating solely to the indemnifying payment of money damages and that will not result in the indemnified party; provided, however, that ’s becoming subject to injunctive or other relief or otherwise adversely affecting the failure business of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unlessin any manner, and only as to the extent that, such failure caused the damages for which the indemnifying party is obligated shall have acknowledged in writing the obligation to be greater than they would have been had indemnify the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the rightsole right to defend, at its option and expense, to defend against, negotiatesettle, or settle any otherwise dispose of such claim or demandclaim, and if on such terms as the indemnifying party exercises that optionparty, the in its sole discretion, shall deem appropriate. The indemnifying party shall not be liable for obtain the fees and expenses incurred after the date the indemnifying party notifies the indemnified party written consent of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (, which consent shall not be unreasonably withheld, conditioned prior to ceasing to defend, settling, or delayed) otherwise disposing of any Losses if as a result thereof the indemnified party unless such settlement requires no more would become subject to injunctive or other equitable relief or any remedy other than a monetary the payment for which of money by the indemnified party is fully indemnified or involves other matters not binding upon the indemnified indemnifying party. An The indemnifying party shall not be liable for any settlement or other disposition of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then a Loss by the indemnified party may retain counsel and conduct that is reached without the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense written consent of the indemnifying party. The parties agree to cooperate fully with each other Except as provided in this Section 14.3, the costs and expenses, including fees and disbursements of counsel, incurred by any indemnified party in connection with any claim shall be reimbursed on a Calendar Quarter basis by the defenseindemnifying party, negotiation or settlement of any such legal proceeding, claim or demandwithout prejudice to the indemnifying party’s right to contest the indemnified party’s right to indemnification and subject to refund in the event the indemnifying party is ultimately held not to be obligated to indemnify the indemnified party.

Procedures. If any proceedings are instituted or any claim or demand is asserted Promptly after receipt by any person not a an indemnified party to under ---------- this Agreement in respect Section 3 of which any notice of the Purchaser Parties commencement of any action, suit, proceeding, investigation or the Seller Parties threat thereof made in writing for which such indemnified party may seek indemnification pursuant to make a claim under this Section 103, the such indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel at its own expense (except as specifically provided below). The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 3 unless and to give prompt Notice the extent that the indemnifying party is actually prejudiced thereby, but in no event shall not it relieve the indemnifying party of its obligations hereunder unless, any liability that it may have to any indemnified party otherwise than pursuant to this Section 3. Any fees and only expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the extent thatindemnified party, such failure caused the damages for which as incurred, within sixty (60) days of written notice thereof to the indemnifying party (regardless of whether it is obligated to be greater than they would have been had the ultimately determined that an indemnified party given is not entitled to indemnification hereunder, but in such event such amounts shall be immediately refunded). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the rightdefense of such action, at its option and expense, claim or proceeding or (iii) the named parties to defend against, negotiate, or settle any such action, claim or demandproceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and if such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party exercises and that optionthe assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party, it being understood, however, that the indemnifying party shall not not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses incurred after the date the of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties. No indemnifying party notifies the shall be liable to an indemnified party for any settlement of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such action, proceeding or claim or demand without the written consent (of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted Third Party Claim shall be brought or any claim or demand is asserted by any person not a alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 10‎Section 10.1 or ‎Section 10.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim or demand to be made to Third Party Claim, notify the indemnifying partyparty in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under ‎Section 10.1 or ‎Section 10.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such omission. In the event that any Third Party Claim is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this ‎Section 10.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend against, negotiate, or settle participate therein. In any such claim or demandThird Party Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and if expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party exercises and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that option, the indemnifying party shall not not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or would have been a party and indemnity would have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any continuing material obligation or restrictions on such indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If A party that intends to seek indemnification under this Section 14 (the “indemnitee”) shall notify the other party (the “indemnitor”) promptly in writing of any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement Claim in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant indemnitee believes it is entitled to this Section 10claim indemnification, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, provided that the failure of the indemnified party to give prompt Notice timely notice to the indemnitor shall not relieve release the indemnifying party of its obligations hereunder unlessindemnitor from any liability to the indemnitee, and only except to the extent that, such failure caused the damages for which the indemnifying party indemnitor is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunderprejudiced thereby. Except as otherwise provided herein, the indemnifying party The indemnitor shall have the right, at its option and expenseby notice to the indemnitee, to defend against, negotiate, or settle any such claim or demand, and if assume the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement defense of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond Claim within ten (10) days after the giving indemnitor’s receipt of notice of any Claim with counsel of the Notice, then the indemnified party may retain counsel indemnitor’s choice and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying partyindemnitor. If the indemnitor so assumes such defense, the indemnitee may participate therein through counsel of its choice, but at the sole cost of the indemnitee; provided, however, that the indemnitor shall be obligated to pay fees and expenses of such indemnitee’s counsel if representation of the indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential conflicting interests between the indemnitee and any other party represented by such counsel in the investigation and defense of any such Claim. The parties agree party not assuming the defense of any such Claim shall render all reasonable assistance to cooperate fully with each the party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the indemnitor. No such Claim shall be settled other in connection than by the party defending the same, and then only with the defense, negotiation or consent of the other party which shall not be unreasonably withheld; provided that the indemnitee shall have no obligation to consent to any settlement of any such legal proceedingClaim which imposes on the indemnitee any liability or obligation which cannot be assumed and performed in full by the indemnitor, claim and the indemnitee shall have no right to withhold its consent to any settlement of any such Claim if the settlement involves only the payment of money by the indemnitor or demandits insurer.

Procedures. If any proceedings are instituted claim shall be made against any Tax Indemnitee or if any claim or demand is asserted by proceeding shall be commenced against any person not Tax Indemnitee (including a party written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to this Agreement in respect of Section, or if any Tax Indemnitee shall determine that any Taxes as to which any of the Purchaser Parties or the Seller Parties Lessee may seek indemnification have an indemnity obligation pursuant to this Section 10may be payable, the indemnified party such Tax Indemnitee shall promptly cause written notice (notify the "Notice") of the assertion of any such claim or demand Lessee. The Lessee shall be entitled, at its expense, to be made participate in and to the indemnifying partyextent that the Lessee desires to, assume and control the defense thereof; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party Lessee shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and acknowledged in writing if the indemnifying party exercises contest is unsuccessful its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding; and provided, further, that option, the indemnifying party Lessee shall not be liable for entitled to assume and control the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement defense of any such claim action, suit or demand effected without its prior written consent proceeding (which consent but the Tax Indemnitee shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem propercontest, at the sole cost and expense of the indemnifying partyLessee, on behalf of the Lessee) if and to the extent that (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Tax Indemnitee or will involve a material risk of the sale, forfeiture or loss, or the creation, of any Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnities in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified Claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the transactions contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The parties agree Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information, documents and testimony reasonably requested by the Lessee as are necessary or advisable for the Lessee to cooperate fully participate in any action, suit or proceeding to the extent permitted by this Section. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section with respect to such Claim. Notwithstanding anything contained herein to the contrary, (i) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (ii) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of the Lessee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other in connection with regarding the defense, negotiation or settlement conduct of any such legal proceeding, claim or demandcontest controlled by either.

Procedures. If (a) In the event that any legal proceedings are shall be instituted or that any claim or demand is (“claim”) shall be asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties payment may seek indemnification pursuant to this Section 10be sought under section 7.1 hereof, the indemnified party Employee shall reasonably and promptly cause written notice (the "Notice") of the assertion of any such claim or demand of which it has knowledge which is covered by this indemnity to be made forwarded to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunderCompany. Except as otherwise provided herein, the indemnifying party The Company shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to Employee, and to defend against, negotiate, settle or otherwise deal with any claim which relates to any losses indemnified against hereunder. If the Company elects to defend against, negotiate, settle or otherwise deal with any such claim which relates to any losses indemnified against hereunder, it shall within ten (10) days (or demandsooner, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) nature of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyclaim so requires) notify employee of its intent to do so. An indemnifying party Employee shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent, provided, however, that such consent shall not unreasonably be unreasonably withheld, conditioned delayed, or conditioned. If the Company elects not to defend against, negotiate, settle or otherwise deal with any claim which relates to any losses indemnified against hereunder, fails to notify employee of its election as herein provided or contests its obligation to indemnify Employee for such losses under this Agreement, Employee may defend against, negotiate, settle or otherwise deal with such claim. The Company shall not be liable for any settlement of any claim effected without its prior written consent, provided, however, that such consent shall not unreasonably be withheld, delayed), or conditioned. In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the NoticeIf Employee defends any claim, then the indemnified party may retain counsel and conduct Company shall promptly reimburse Employee for the actual expenses of defending such claim upon submission of periodic bills. If the Company shall assume the defense thereof as it mayof any claim, Employee may participate, at its own expense, in its sole discretionthe defense of such claim; provided, deem properhowever, that Employee shall be entitled to participate in any such defense with separate counsel at the sole cost and expense of the indemnifying partyCompany, if, (i) so requested by the Company to participate or (ii) in the reasonable opinion of counsel to employee, a conflict or potential conflict exists between Employee and the Company that would make such separate representation advisable. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandclaim.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a party Any Person entitled to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party hereunder shall promptly cause (i) give prompt written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying partyPerson of any Claim with respect to which it seeks indemnification; provided, however, that the failure and (ii) unless in such indemnified Person’s reasonable judgment a conflict of the interest between such indemnified party and indemnifying Persons may exist with respect to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinClaim, the indemnifying party Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its option and own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to defend against, negotiate, assert any and all cross-claims or settle any such claim or demand, and if counterclaims it may have. If the indemnifying party exercises that optionPerson elects to assume the defense of such Claim, the indemnifying party Person shall not be liable subject to any liability for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed any settlement made by the indemnified party. An indemnifying party may not settle any such claim or demand Person without the written its consent (which but such consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel (plus any local counsel) for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.03 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event that the indemnifying party shall fail Person fails timely to respond within ten (10) days after the giving of the Noticedefend, then contest or otherwise protect against any such Claim, the indemnified party may retain counsel and conduct Person shall have the defense thereof as it mayright, in its sole discretionbut not the obligation, deem properto defend, at contest, assert cross-claims or counterclaims or otherwise protect against the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandsame.

Procedures. If Promptly after receipt by an indemnified party under this Section 2.6 of notice of the commencement of any proceedings are instituted or action (including any governmental action), such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against any indemnifying party under this Section 2.6, deliver to the indemnifying partyparty a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.6 to the extent that such indemnifying party is harmed by the failure of the indemnified party to give prompt Notice shall not relieve provide timely notice, but the omission so to deliver written notice to the indemnifying party will not relieve it of its obligations hereunder unless, and only any liability that it may have to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the any indemnified party given otherwise than under this Section 2.6. No indemnifying party, in the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle defense of any such claim or demandlitigation, and if shall, except with the indemnifying party exercises that optionconsent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the indemnifying party shall not be liable for giving by the fees and expenses incurred after the date the indemnifying party notifies the claimant or plaintiff to such indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any release from all liability in respect to such claim or demand litigation. The indemnity agreements contained in this Section 2.6 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the written consent (of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 10Sections 8.1 or 8.2, as applicable, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Sections 8.1 or 8.2, as applicable, unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such omission. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 8.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party, and if and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VIII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel at the indemnifying party’s expense, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm for which the each jurisdiction for all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any continuing material obligation or restrictions on any indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted or (a) In the event that any claim or demand for which an indemnifying party would be liable to a Seller Indemnified Person or a Purchaser Indemnified Person (each, an “Indemnified Person”) hereunder is asserted against or sought to be collected from an Indemnified Person by any person not a third party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10(each, an “Action”), the indemnified party Indemnified Person shall promptly cause written notice notify the indemnifying party of such Action (each, an “Indemnifying Person”), specifying the "Notice") nature of the assertion of any such claim or demand to be made in reasonable detail and the amount or the estimated amount thereof to the indemnifying party; providedextent feasible, howeverwhich estimate the parties hereto agree shall not be conclusive of the final amount of such claims and demand (the “Claim Notice”). Except as provided in Section 9.01 and Section 9.02, that the failure of to provide the indemnified party Claim Notice to give prompt Notice shall the Indemnifying Person promptly will not relieve the indemnifying party Indemnifying Person of its obligations hereunder unlessany liability it may have to the Indemnified Person giving the Claim Notice, and only except to the extent that, that the Indemnifying Person demonstrates that the defense of such action is actually and materially prejudiced by the Indemnified Person’s failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt give such Claim Notice hereunderpromptly. Except as otherwise provided herein, the indemnifying party The Indemnifying Person shall have ten (10) Business Days from receipt of the rightClaim Notice (the “Notice Period”) to notify the Indemnified Person in writing whether or not the Indemnifying Person, at its option acting reasonably and expensein good faith, disputes liability to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any Indemnified Person hereunder with respect to such claim or demand without and such notification shall provide the written consent rationale and factual basis for any such dispute (which consent a “Dispute Notice”). Any Dispute Notice shall not be unreasonably withheld, conditioned or delayed) resolved by the mutual agreement of the Indemnified Person and the Indemnifying Person, by a final consent order or regulatory finding by a regulator, or by a final order, decree or judgment of a court of competent jurisdiction. The Indemnified Person hereby covenants, undertakes and agrees that if it is ultimately determined (either by mutual agreement of the parties, by a final consent order or regulatory finding by a regulator, or by such final order, decree or judgment referred to in the previous sentence) that Indemnified Person was not entitled to be indemnified party unless such settlement requires no more than a monetary payment for which by the indemnified party is fully indemnified or involves other matters not binding upon Indemnifying Person, the indemnified party. An indemnifying party Indemnified Person shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheldreimburse the Indemnifying Person, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after Business Days of such agreement, final consent order or regulatory finding, or final order, decree or judgment, for all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the giving of Indemnifying Person in defending the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, related claim or demand, from the date on which the Indemnifying Person began defending such claim or demand. During any period when the Indemnifying Person has retained its own counsel in accordance with this Section 9.03(b), the Indemnified Person shall not pay, compromise or settle such Action without the Indemnifying Person’s consent, which may be granted or withheld in the Indemnifying Person’s sole discretion; provided that the Indemnified Person may nonetheless pay, compromise or settle such Action without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement) to indemnity in respect of all Losses relating to such Action.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a party either Party seeks indemnification under this Article VIII, it shall give notice ("CLAIM NOTICE") to this Agreement in respect of which any the other Party of the Purchaser Parties or basis of the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice claim (the "NoticeCLAIM") (i) within a reasonable time after discovery of the assertion of facts, and (ii) in any such claim or demand to be made to event, within the indemnifying party; providedtime periods set forth in Section 8.1, however, provided that the failure of the indemnified party to give prompt Notice such notice shall not relieve the indemnifying party Party of its obligations any liability hereunder unless, and only except to the extent thatthat the indemnified Party is materially adversely prejudiced by such failure. The indemnifying Party shall give notice to the indemnified Party within thirty (30) days after receipt of the notice requested by this Section 8.3 advising whether it (i) acknowledges its obligation to indemnify the indemnified Party, or (ii) disputes its obligation to indemnify the indemnified Party. If the indemnifying Party acknowledges its indemnification obligation with respect to the Claim, and (i) such Claim is based upon an asserted liability or obligation to a person or entity that is not a Party to this Agreement (a "THIRD PARTY CLAIM"), the indemnifying Party shall have the right to defend or settle such Third Party Claim subject to the terms and conditions of Section 8.4 hereof, or (ii) if such Claim is not a Third Party Claim, the indemnified Party shall be entitled to immediate satisfaction of such Claim. If the indemnifying Party does not notify the indemnified Party within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that it disputes such Claim, such failure caused Claim shall be deemed a liability of the damages for indemnifying Party, and the indemnifying Party shall pay the amount of the Claim on demand by the indemnified Party, or in the case of any notice in which the indemnifying party amount of the Claim is obligated to be greater than they would have been had estimated, on such later date when the indemnified party given amount of the Claim is finally determined. If the indemnifying party prompt Notice hereunder. Except Party disputes the Claim in a timely manner as otherwise provided set forth herein, the indemnifying party Party and the indemnified Party shall have proceed in good faith to negotiate a resolution of the rightdispute, at its option and expenseor, if necessary, to defend against, negotiate, or settle any such claim or demand, and if resolve the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof dispute as it may, set forth in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandSection 9.5 hereof.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a Any party entitled to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party hereunder shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve notice to the indemnifying party of its obligations hereunder unlessany third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent thatof the prejudice), and permit such failure caused indemnifying party to assume the damages for which defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party is obligated has agreed to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinpay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the right, at its option and expense, to defend against, negotiate, or settle any defense of such claim or demand, and if employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party exercises that optionparty, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be liable for the fees and expenses incurred after the date the unreasonably withheld or delayed). No indemnifying party notifies shall consent to any settlement of a claim without the indemnified party consent of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (, which consent shall not be unreasonably withheld, conditioned withheld or delayed) of , and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party unless a release of all liability in respect of such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandclaim.

Procedures. If In each instance in which indemnity is claimed hereunder, the party claiming indemnity (the “Indemnitee”) shall give prompt written notice to the party against whom indemnity is sought (the “Indemnitor”) of any proceedings are instituted claim, action or any claim or demand is asserted by any person not a party to this Agreement proceeding in respect of which indemnity is claimed, together with photocopies of any of and all letters, pleadings or other documents in the Purchaser Parties or Indemnitee’s possession which are alleged to form the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion material basis of any such claim or demand to be made to the indemnifying partyaction; provided, however, that the failure of the indemnified party to give prompt Notice provide such notice in a timely fashion shall not relieve affect the indemnifying party of its Indemnitor’s obligations hereunder unless, and only except to the extent that, that any delay in providing such failure caused notice results in actual prejudice to the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunderIndemnitor. Except as otherwise provided hereinIn any case, the indemnifying party Indemnitee shall have cooperate with the right, at its option and expense, to defend against, negotiate, or settle Indemnitor in the defense of any such claim or demandaction to the extent that the Indemnitor and Indemnitee are not adverse parties or have adverse interests therein. The Indemnitor shall have the right to control the defense of any such claim or action by counsel of the Indemnitor’s choice, at the Indemnitor’s sole cost and if expense. The Indemnitee shall have the indemnifying party exercises right to observe any legal proceedings relating to any such claim or action and to retain its own counsel, it being understood that option, the indemnifying party shall not be liable for the fees and expenses incurred after of the date the indemnifying party notifies the indemnified party of such exercise by a Indemnitee’s counsel employed shall be paid by the indemnified party. An indemnifying party may not settle Indemnitee (unless (i) the defendants in any such claim or demand action include both the Indemnitor and the Indemnitee and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to the Indemnitor or (ii) the Indemnitor fails promptly to assume the defense and retain counsel reasonably satisfactory to the Indemnitee, in which cases such reasonable fees and expenses shall be paid by the Indemnitor). The Indemnitor shall not, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld), conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for effect any settlement of any pending or threatened proceeding unless such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, settlement is solely monetary in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandnature.

Procedures. If Promptly after receipt by an indemnified party hereunder of notice of the commencement of any proceedings are instituted or any action, such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against the indemnifying party hereunder, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability that such indemnifying party may have to any indemnified party under this Agreement except to the extent that such indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that such indemnifying party may wish, to assume (at its own expense) the defense thereof, with counsel satisfactory to such indemnified party (which counsel may be counsel to the indemnifying party; provided), howeverand, that the failure of the indemnified party to give prompt Notice shall not relieve after notice from the indemnifying party of its obligations hereunder unless, and only to the extent thatsuch indemnified party hereunder, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any legal or other expenses subsequently incurred by such claim or demand effected without its prior written consent indemnified party in connection with the defense thereof unless (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that i) the indemnifying party shall fail have agreed in writing to respond within ten the continuing participation of such counsel or (10ii) days after the giving of named parties to any such proceeding (including any impleaded parties) include both the Notice, then indemnifying party and the indemnified party may retain and representation of both parties by the same counsel and conduct would, in the opinion of such counsel, be inappropriate due to the actual or potential differing interests between them. If the indemnifying party assumes the defense thereof as of any proceeding, it may, in its sole discretion, deem proper, at shall be entitled to settle such proceeding with the sole cost and expense consent of the indemnifying indemnified party. The parties agree to cooperate fully with each other , which will not be unreasonably withheld or delayed or, if such settlement provides for release of the indemnified party in connection with all matters relating to the defenseproceeding which have been asserted against the indemnified party in such proceeding by the other parties to such settlement, negotiation or settlement without the consent of any such legal proceeding, claim or demandthe indemnified party.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 108.1 or Section 8.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 8.1 or Section 8.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such omission. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 8.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party, and if and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any continuing material obligation or restrictions on any indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If Any Person entitled to indemnification under this Article II shall, promptly after the receipt of notice of the commencement of any proceedings are instituted or any action, investigation, claim or demand is asserted by any person not a other proceeding against such indemnified party to this Agreement in respect of which any indemnity may be sought from an indemnifying party under this Article II, notify the indemnifying party in writing of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the commencement thereof. The omission of any indemnified party shall promptly cause written notice (the "Notice") of the assertion so to notify an indemnifying party of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice action shall not relieve the indemnifying party of its obligations hereunder from any liability which it may have to such indemnified party under this Article II unless, and only to the extent that, such failure caused omission results in the damages for which indemnifying party's forfeiture of substantive rights or defenses or the indemnifying party is obligated to otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall be greater than they would have been had the brought against any indemnified party given for which indemnification is claimed pursuant to Section 2.1, and it shall notify the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinCompany of the commencement thereof, the indemnifying Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to the Company; PROVIDED, that any such indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the rightright to employ separate counsel at the Company's expense and to control its own defense of such action, at its option and expense, to defend against, negotiate, or settle any such claim or demandproceeding if, (a) the Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such indemnified party, a conflict or likely conflict exists between the Company, on the one hand, and if such indemnified party, on the indemnifying party exercises other hand, that optionwould make such separate representation advisable; PROVIDED, HOWEVER, that the indemnifying party Company shall not in any event be liable for required to pay the fees and expenses incurred after of more than one separate counsel (and if deemed necessary by such separate counsel, appropriate local counsel who shall report to such separate counsel). The Company shall not, without the date the indemnifying party notifies the indemnified party prior written consent of such exercise by a counsel employed by the an indemnified party. An indemnifying party may not settle , settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising or involves other matters not binding upon the that may arise out of such claim, action or proceeding. The rights accorded to indemnified party. An indemnifying party parties hereunder shall not be liable for in addition to any settlement of rights that any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it mayhave at common law, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation by separate agreement or settlement of any such legal proceeding, claim or demandotherwise.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the actually prejudiced by such omission. In case any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party (who shall not, and if except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and except as provided below. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any obligation or restriction on any indemnified party. Confidential Treatment has been requested for portions of this exhibit. The parties agree copy filed herewith omits the information subject to cooperate fully with each other in connection the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the defense, negotiation or settlement of any such legal proceeding, claim or demandSecurities and Exchange Commission.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the actually prejudiced by such omission. In case any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party (who shall not, and if except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and except as provided below. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any obligation or restriction on any indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice of commencement of any proceedings are instituted or any claim or demand is asserted by any person not a action against such party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such a claim or demand is to be made to the against an indemnifying party; providedparty or parties under this Section 9, however, that the failure of the indemnified party to give prompt Notice shall not relieve the notify each such indemnifying party of its obligations hereunder the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve it from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such failure caused omission results in the damages for which forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof its commencement, the indemnifying party shall have the right, at its option and expensewill be entitled to participate in and, to defend againstthe extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, negotiatejointly with any other indemnifying party similarly notified, or settle any such claim or demandto assume the defense of the action, with counsel satisfactory to the indemnified party, and if after notice from the indemnifying party exercises that optionto the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees reasonable fees, disbursements and expenses incurred after the date other charges of more than one separate firm admitted to practice in such jurisdiction at any time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified partypromptly as they are incurred. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall will not be liable for any settlement of any such action or claim or demand effected without its prior written consent (which consent shall will not be unreasonably withheld, conditioned or delayed). In the event that the No indemnifying party shall fail shall, without the prior written consent of each indemnified party, settle or compromise or consent to respond within ten the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (10) days after the giving of the Notice, then the whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may retain counsel arise out of such claim, action or proceeding and conduct the defense thereof (ii) does not include a statement as it mayto or an admission of fault, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree culpability or a failure to cooperate fully with each other in connection with the defense, negotiation act by or settlement on behalf of any such legal proceeding, claim or demandindemnified party.

Procedures. If In the event that any proceedings are instituted or any third party claim or demand is shall ---------- be asserted by against any person not a indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10Losses, the indemnified party shall promptly cause written promptly, and in any event within 30 days after the receipt of notice (the "Notice") of the assertion of any such claim or demand which may give rise to a claim under this Article XI, if a claim in respect thereof is to be made against the ---------- indemnifying party hereunder, cause written notice thereof to be given to the indemnifying party; provided, however, that failure to so notify the failure of the indemnified -------- ------- indemnifying party to give prompt Notice shall not relieve the indemnifying party of its from any obligations hereunder unlessit may have to the indemnified party hereunder, and only except to the extent that, that it is prejudiced by such failure caused failure. In the damages event any claim or demand for which the indemnifying party indemnification is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinmade under this Article XI, the indemnifying party shall have the rightbe entitled to ---------- meaningfully participate therein and, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if upon delivery by the indemnifying party exercises that optionto the indemnified party of written notice, the indemnifying party may assume and control the defense thereof with counsel of its choice, and thereafter the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies to the indemnified party hereunder for any fees of such exercise by a other counsel employed subsequently accrued by the indemnified party. An indemnifying party may not settle any such claim or demand without in connection with the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)defense thereof. In the event that any claim or demand is made under this Article XI, the indemnifying party shall fail to respond within ten (10) days after and the giving of the Notice, then the ---------- indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. If the indemnifying party assumes the defense of an action, (a) the indemnified party shall be entitled to participate therein at its sole cost and expense; and (b) no settlement or compromise thereof may be effected by the indemnified party without the consent of the indemnifying party. If the indemnifying party does not assume the defense of an action, no compromise or settlement thereof may be effected at the expense of the indemnifying party without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such omission. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 7.4, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party (who shall not, and if except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to a conflict of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any such claim or demand proceeding effected without its prior written consent, but, if settled with such consent (which consent shall not or if there be unreasonably withhelda final judgment for the plaintiff, conditioned or delayed). In the event that the indemnifying party shall fail agrees, subject to respond within ten (10) days after the giving of the Noticelimitations set forth herein, then to indemnify the indemnified party may retain counsel from and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense against any Loss by reason of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation such settlement or settlement of any such legal proceeding, claim or demandjudgment.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate co-operate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused omission results in the damages for which forfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against an indemnified party and it notifies the indemnifying party is obligated to be greater than they would have been had of the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party (who shall not, and if except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any continuing material obligation or restrictions on any indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If The indemnified Party will give the indemnifying Party prompt written notice of any proceedings are instituted claim, proceeding or any claim suit for which it seeks indemnification under Sections 14.1 or demand is asserted by any person not 14.2 (hereafter, a party to this Agreement in respect of which any “Matter”). The indemnifying Party will have fifteen (15) business days after receipt of the Purchaser Parties or indemnified Party’s notice to notify the Seller Parties may seek indemnification pursuant indemnified Party that the indemnifying Party elects to this Section 10conduct and control the defense of such Matter. If the indemnifying Party does not give the foregoing notice, the indemnified party shall Xxxxx will have the right to defend or settle such Matter in the exercise of its exclusive discretion, and the indemnifying Party will, upon request from the indemnified Party, promptly cause written notice (pay to it in accordance with Sections 14.1 or 14.2, as the "Notice") case may be, the amount of any liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, resulting from such Matter. If the indemnifying Party provides the foregoing notice, the indemnifying Party will have the obligation to undertake, conduct and control, through counsel of its own choosing and at the sole expense of the assertion indemnifying Party, the conduct and control of the defense and any settlement of such claim or demand to be made to Matter and the indemnified Party will cooperate with the indemnifying partyParty in connection therewith; providedprovided that: (a) the indemnifying Party will not thereby permit any lien, however, that the failure encumbrance or other adverse charge upon any asset of the indemnified party to give prompt Notice shall not relieve Party; (b) the indemnifying party Party will permit the indemnified Party to participate in the defense or settlement through counsel chosen by the indemnified Party, but the fees and expenses of its obligations hereunder unless, such counsel will be borne by the indemnified Party except as provided in clause (c) below; and only to the extent that, such failure caused the damages for which (c) the indemnifying party is obligated Xxxxx will agree to be greater than they would have been had reimburse promptly under Sections 14.1 or 14.2, as the case may be, the indemnified party given Party for the full amount of any liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, resulting from the Matter, except for any fees and expenses of counsel for such indemnified Party incurred after the assumption of the conduct and control of such Matter by the indemnifying party prompt Notice hereunderParty. Except So long as otherwise provided hereinthe indemnifying Party is contesting any Matter in good faith, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, indemnified Party will not pay or settle any such claim Matter; except that such indemnified Party will have the right to pay or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim Matter but in so doing such indemnified Party will be deemed to have waived any right to indemnity therefor by the indemnifying Party under Sections 14.1 or demand without 14.2, as the written consent (which consent case may be. Under no circumstances shall not be unreasonably withheld, conditioned the Indemnifying Party admit or delayed) concede fault or liability on behalf of the indemnified party unless such Indemnified Party, including without limitation as part of a settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving compromise of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandMatter.

Procedures. If Promptly after receipt by an indemnified party under this Section 7.5 of notice of the threat or commencement of any proceedings are instituted or any action, such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against an indemnifying party under this Section 7.5, promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.5 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the failure of defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to give prompt Notice shall not relieve the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of its obligations hereunder unless, and only any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the extent thatindemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such failure caused legal defenses and to otherwise participate in the damages for which defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party is obligated to be greater than they would have been had such indemnified party of its election to assume the defense of such action and approval by the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof counsel, the indemnifying party will not be liable to such indemnified party under this Section 7.5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the rightassumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, at its option and expensehowever, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the of more than one separate counsel, reasonably satisfactory to such indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) representing all of the indemnified party unless parties who are parties to such settlement requires no more than a monetary payment for which action) or (ii)) the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail have employed counsel reasonably satisfactory to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct to represent the defense thereof as it mayindemnified party within a reasonable time after notice of commencement of action, in its sole discretion, deem proper, each of which cases the reasonable fees and expenses of counsel shall be at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other In no event shall any indemnifying party be liable in connection with the defense, negotiation or respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such legal settlement; provided, however, that such consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the subject matter of such proceeding, claim or demand.

Procedures. If any proceedings are instituted Acquirer believes it is entitled to a claim for Damages pursuant to this Agreement or becomes aware of or receives notice of the assertion by a third party of any claim or demand is asserted the commencement by any such person of any suit, action or proceeding which would result in a claim for Damages, Acquirer agrees to give notice to Seller (but not a party to this Agreement until the alleged, expected or actual Damages for which indemnification is sought, individually or in respect of which any of the Purchaser Parties or aggregate, exceed the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice"Basket) of the assertion of such claim, or the commencement of any suit, action or proceeding in respect of which Damages may be sought under this Article 9 (a "Claim Notice"). The failure to provide such Claim Notice to Seller shall not relieve Seller of its obligation hereunder, except to the extent such failure shall have materially and adversely prejudiced Seller. Seller may, at its option, participate in and, except as provided in this Section 9.6, control the defense of any such claim suit, action or demand proceeding at its own expense with counsel reasonably satisfactory to be made to the indemnifying partyAcquirer; provided, however, that the failure of the indemnified party to give prompt Notice such participation shall not relieve the indemnifying party be conditioned upon a waiver by Seller of its obligations hereunder unless, right to contest its obligation to indemnify Acquirer pursuant to this Article 9 for all Damages with respect to such claim (and only to the extent that, any such failure caused the damages for which the indemnifying party is obligated participation shall be deemed to be greater than they would have been had such a waiver). Acquirer shall be entitled to participate in the indemnified party given the indemnifying party prompt Notice hereunderdefense of any suit, action or proceeding in respect of which indemnification may be sought under this Article 9 and to employ counsel of its choice for such purpose. Except as otherwise provided hereinhereinafter set forth, the indemnifying party fees and expenses of such separate counsel shall be borne by Acquirer. Subject to the foregoing, if Seller shall fail to advise Acquirer that it will assume such defense within 10 business days after receipt of such Claim Notice, then Acquirer shall have the right, right to assume the defense with counsel of its own choosing at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party sole cost of Seller. Seller shall not be liable under this Article 9 for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party any settlement effected without its consent of such exercise by a counsel employed by the indemnified party. An indemnifying party any suit, action or proceeding in respect of which indemnity may not settle any such claim or demand without the written be sought hereunder; provided, however, that (i) consent (which consent of Seller shall not be unreasonably withheldrequired with respect to any such settlement unless Seller agrees that the Damages with respect to which indemnification is sought under this Article 9 are within the ambit of this Article 9 and (ii) any consent by Seller shall be deemed to constitute an agreement by Seller that such Damages are within the ambit of this Article 9. Seller shall not enter into or consent to any settlement with respect to which indemnification is sought under this Article 9 without the prior written consent of Acquirer, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary involves only the payment for of money damages concurrently with such settlement, does not impose any injunction or other equitable relief upon Acquirer or any Group Member, does not require any admission or acknowledgment of liability or fact by Acquirer or any Group Member and contains an unconditional release of Acquirer or the Group Member against which the indemnified party claim is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement asserted in respect of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandclaim.

Procedures. If In case any proceedings are proceeding (including any governmental investigation) shall be instituted or involving any claim or demand is asserted by any person not a party to this Agreement Person in respect of which indemnity may be sought pursuant to Section 7.2, such Person (the “indemnified party”) shall promptly notify (and in any event prior to the first anniversary of the Purchaser Parties or Closing Date) the Seller Parties person against whom such indemnity may seek indemnification pursuant be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding; provided, that failure to promptly notify an indemnifying party in accordance with this Section 107.2 shall not relieve such indemnifying party from any liability hereunder to the extent that it is not materially prejudiced as a result thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall promptly cause written notice have mutually agreed to the retention of such counsel or (ii) the "Notice") of the assertion of named parties to any such claim or demand to be made to proceeding (including any impleaded parties) include both the indemnifying party; provided, however, that the failure of party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party actual or potential differing interests between them. It is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, understood that the indemnifying party shall have not, in respect of the rightlegal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate firm (in addition to any local counsel) for which the all indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties, and that all such fees and expenses shall be reimbursed as they are incurred. An The indemnifying party shall not be liable for any settlement of any such claim or demand proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Noticeindemnified party, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such legal indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, claim or demand.

Procedures. If In the event any demands or claims are asserted against a Purchaser Indemnified Party or any actions, suits or proceedings are instituted or any claim or demand is asserted by any person not commenced against a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages Indemnified Party for which the indemnifying party Shareholder is obligated to be greater than they would have been had indemnify a Purchaser Indemnified Party under this Section 9.01, then the indemnified party given Purchaser Indemnified Party shall give prompt notice thereof to Shareholder, with a copy to the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinEscrow Agent, in order to permit Shareholder the indemnifying party shall have necessary time to evaluate the right, at its option and expense, to defend against, negotiate, or settle any merits of such claim or demand, claim, action, suit or proceeding and if defend, settle or compromise the indemnifying party exercises same so that optionShareholder's interests are not materially prejudiced. Within thirty (30) calendar days after such notice, Shareholder shall assume the indemnifying party shall not be liable for defense thereof by written notice to the fees Purchaser Indemnified Party with counsel chosen by Shareholder and expenses incurred after reasonably acceptable to the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified partyPurchaser Indemnified Party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party The Shareholder shall not be liable for any settlement costs or expenses incurred by a Purchaser Indemnified Party in connection with any demand, claim, action, suit or proceeding for which Shareholder is obligated to indemnify the Purchaser Indemnified Party under this Section 9.01, provided that the Shareholder Representative shall have assumed the defense thereof in accordance with this Section 9.01. The Purchaser Indemnified Parties shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If Shareholder does not assumes the defense of any such claim or demand effected without its prior written consent litigation resulting therefrom in a timely fashion, (which consent shall a) a Purchaser Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, at Shareholder's expense, including, but not be unreasonably withheldlimited to, conditioned settling such claim or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days litigation, after the giving notice of the Noticesame to Shareholder, then on such terms as such Purchaser Indemnified Party may deem appropriate, and (b) Shareholder shall be entitled to participate in (but not control) the indemnified party may retain defense of such action, with its own counsel and conduct the defense thereof as it may, in at its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandown expense.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten seven (107) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If Any party that proposes to assert the right to be indemnified under this Section 8 shall, promptly after receipt of notice of commencement of any proceedings are instituted action, suit or any claim or demand is asserted by any person not a proceeding against such party to this Agreement in respect of which any a claim is to be made against an indemnifying party or parties under this Section 8, notify each such indemnifying party of the Purchaser Parties commencement of such action, suit or proceeding, but the Seller Parties may seek indemnification pursuant omission so to this Section 10, the indemnified notify such indemnifying party shall promptly cause written notice (the "Notice") of the assertion of any such claim action, suit or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice proceeding shall not relieve it from any liability that it may have to any indemnified party otherwise than under this Section. In the event any such action, suit or proceeding is brought against any indemnified party and such indemnified party notifies the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the rightbe entitled to participate in, at its option and expenseand, to defend againstthe extent that it shall wish, negotiatejointly with any other indemnifying party similarly notified, or settle any to assume the defense thereof, with counsel satisfactory to such claim or demandindemnified party, and if after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof and the approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses incurred after of such counsel shall be at the date expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying party notifies parties, (ii) the indemnified party shall have reasonably concluded that, because of the existence of different or additional defenses available to the indemnified party or of other reasons, there may be a conflict of interest between the indemnifying parties and the indemnified party in the conduct of the defense of such exercise by a counsel employed by action (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party. An ) or (iii) the indemnifying party may parties shall not settle any have employed counsel to assume the defense of such claim or demand without action within a reasonable time after notice of the written consent (commencement thereof, in each of which consent cases the fees and expenses of counsel shall be at the expense of the indemnifying parties, provided that the Company shall not be unreasonably withheld, conditioned or delayed) required to pay the fees and expenses of the indemnified party unless such settlement requires no more than a monetary payment for which one additional law firm representing the indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyUnderwriter. An indemnifying party shall not be liable for any settlement of any such claim action, suit, proceeding or demand claims effected without its prior written consent (which consent consent, and no settlement shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel made without including a full and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense complete release of the indemnifying parties in form and content reasonably satisfactory to such indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such failure. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 7.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, to join in or settle any assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such claim or demandindemnifying party. If assumed, and if counsel reasonably satisfactory to the indemnified party shall be selected, and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has 38 assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm at the same time (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any such claim or demand proceeding effected without its prior written consent, but, if settled with such consent (which consent shall not be unreasonably withheldor if there is a final judgment for the plaintiff, conditioned or delayed). In the event that the indemnifying party shall fail agrees to respond within ten (10) days after the giving of the Notice, then indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may retain counsel and conduct the defense thereof as it maybe, (i) includes an unconditional written release of such indemnified party, in its sole discretionform and substance reasonably satisfactory to the indemnified party, deem properfrom all liability on claims that are the subject matter of such claim or proceeding, at the sole cost and expense (ii) does not include any statement as to an admission of the indemnifying party. The parties agree fault, culpability or failure to cooperate fully with each other in connection with the defense, negotiation act by or settlement on behalf of any such legal proceeding, claim indemnified party and (iii) does not impose any continuing material obligation or demandrestrictions on any indemnified party.

Procedures. If any proceedings are instituted In no case shall an indemnifying party be liable for Losses or any claim Related Expenses unless it shall be notified by the indemnified party, by letter or demand is asserted facsimile confirmed by any person not a party to this Agreement in respect of which any letter, of the Purchaser Parties written assertion of a claim by the indemnified party or of any third party action commenced against the Seller Parties may seek indemnification pursuant to this Section 10, indemnified party promptly after the indemnified party shall promptly cause written notice (have shall have been served with the "Notice") summons or other first legal process giving information as to the nature and basis of the assertion of any such claim or demand to be made to the indemnifying partythird party action; provided, however, that the failure of the no delay in notifying an indemnifying party shall excuse such indemnifying party from its obligations hereunder unless such delay has materially and adversely affected such indemnifying party's legal rights with respect to which indemnity is sought. Any such indemnified party shall have the right to give prompt Notice employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall not relieve be the expenses of such indemnified party unless (i) the indemnifying party of its obligations hereunder unless, has agreed to pay such fees and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, expenses or (ii) the indemnifying party shall have failed to promptly assume the rightdefense of such action, at its option and expense, claim or proceeding or (iii) the named parties to defend against, negotiate, or settle any such action, claim or demandproceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and if such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party exercises and that optionthe assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses incurred after of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the date reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party notifies shall be obligated to pay the indemnified party fees and expenses of such exercise by a additional counsel employed by the indemnified partyor counsels). An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An The indemnifying party shall not be liable for any settlement of any such claim action or demand proceeding effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandconsent.

Procedures. If Any Person entitled to indemnification under this Section 7 shall, promptly after the receipt of notice of the commencement of any proceedings are instituted or any action, investigation, claim or demand is asserted by any person not a other proceeding against such indemnified party to this Agreement in respect of which any indemnity may be sought from an indemnifying party under this Section 7, notify the indemnifying party in writing of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the commencement thereof. The omission of any indemnified party shall promptly cause written notice (the "Notice") of the assertion so to notify an indemnifying party of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice action shall not relieve the indemnifying party of its obligations hereunder from any liability which it may have to such indemnified party under this Section 7 unless, and only to the extent that, such failure caused omission results in the damages for which indemnifying party's forfeiture of substantive rights or defenses or the indemnifying party is obligated to otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall be greater than they would have been had the brought against any indemnified party given for which indemnification is claimed pursuant to Section 7.1, and it shall notify the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinCompany of the commencement thereof, the indemnifying Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to the Company; provided, that any such indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the rightright to employ separate counsel at the Company's expense and to control its own defense of such action, at its option and expense, to defend against, negotiate, or settle any such claim or demandproceeding if, (a) the Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such indemnified party, a conflict or likely conflict exists between the Company, on the one hand, and if such indemnified party, on the indemnifying party exercises other hand, that optionwould make such separate representation advisable, provided, however, that the indemnifying party Company shall not in any event be liable for required to pay the fees and expenses incurred after of more than one separate counsel (and if deemed necessary by such separate counsel, appropriate local counsel who shall report to such separate counsel). The Company agrees that it will not, without the date the indemnifying party notifies the indemnified party prior written consent of such exercise by a counsel employed by the an indemnified party. An indemnifying party may not settle , settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising or involves other matters not binding upon the indemnified partythat may arise out of such claim, action or proceeding. An indemnifying party The Company shall not be liable for any settlement of any such claim claim, action or demand proceeding effected against an indemnified party without its the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the Company. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may retain counsel and conduct the defense thereof as it mayhave at common law, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation by separate agreement or settlement of any such legal proceeding, claim or demandotherwise.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any indemnity is to be sought against an indemnifying party pursuant to Section 8.1 or Section 8.3, such indemnified party shall, promptly after receipt of notice of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify such indemnifying party in writing of the indemnifying partycommencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, howeverthat subject to Section 8.4(c), the omission to so notify such indemnifying party will not relieve such indemnifying party from any liability that the failure of the it may have to any indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder under Section 8.1 or Section 8.3 unless, and only to the extent that, such failure caused omission results in the damages for which forfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by such indemnifying party. In case any such action is brought against an indemnified party and it notifies such indemnifying party of the commencement thereof, such indemnifying party will be entitled, at such indemnifying party’s sole cost and expense, to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to such indemnifying party), and, after notice from the indemnifying party is obligated to be greater than they would have been had the such indemnified party given of its election so to assume the indemnifying party prompt Notice hereunder. Except as otherwise provided hereindefense thereof, the indemnifying party will not be liable to such indemnified party under this Article VIII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the rightright to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at its option and expense, to defend against, negotiate, or settle any the expense of such claim or demand, and if indemnified party unless (a) the indemnifying party exercises and such indemnified party shall have mutually agreed to the retention of such counsel, (b) such indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both such indemnifying party and such indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to such indemnifying party. It is agreed that option, the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, such indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any continuing material obligation or restrictions on any indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted or any claim or demand is asserted (a) Promptly after receipt by any person not a party entitled to this Agreement in respect be indemnified pursuant to the provisions of which any Section 7.1 or Section 7.2 hereof, as applicable, of notice of the Purchaser Parties or commencement of any action involving the Seller Parties may seek indemnification pursuant to this Section 10subject matter of the foregoing indemnity provisions, the such indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such will, if a claim or demand thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or Section 7.2 hereof, notify the indemnifying party of the commencement thereof; provided that the failure to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to an indemnified party otherwise than under this Article 7, and shall not relieve the indemnifying party from liability under this Article 7, except to the extent that such indemnifying party is materially prejudiced by such failure. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the failure of defendants in any such action include both the indemnified party to give prompt Notice shall not relieve and the indemnifying party and the indemnified party shall have reasonably concluded, based on an opinion of its obligations hereunder unlesscounsel, and only to that there may be a conflict of interest between the extent that, such failure caused the damages for which positions of the indemnifying party is obligated to be greater than they would have been had and the indemnified party given in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinto such indemnified party of its election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under Section 7.1 or Section 7.2 hereof for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the rightassumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, at its option and expensehowever, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the of more than one separate counsel, reasonably satisfactory to such indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) representing all of the indemnified party unless parties who are parties to such settlement requires no more than a monetary payment for which action) or (ii) the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail have employed counsel reasonably satisfactory to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct to represent the defense thereof as it mayindemnified party within a reasonable time after notice of commencement of action, in its sole discretion, deem proper, each of which cases the reasonable fees and expenses of counsel shall be at the sole cost and expense of the indemnifying party. The parties agree No indemnifying party shall be liable to cooperate fully with each other in connection with the defense, negotiation or an indemnified party for any settlement of any action or claim without the written consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such legal proceedingindemnified party of an unconditional release from all liability in respect to such action, claim or demandlitigation.

Procedures. If Purchaser seeks indemnification under this Article X, it shall give notice ("Claim Notice") to Seller of the basis of the claim (the "Claim") (i) within a reasonable time after discovery of the facts and (ii) in any proceedings are instituted event, within the time periods set forth in Section 10.1, provided that the failure to give such notice shall not relieve Seller of any liability hereunder except to the extent that Seller is materially adversely prejudiced by such failure. Seller shall give notice to Purchaser within fifteen (15) business days after receipt of the notice requested by this Section 10.3 advising whether it (i) acknowledges its obligation to indemnify Purchaser or any claim (ii) disputes its obligation to indemnify Purchaser. If Seller acknowledges its indemnification obligation with respect to the Claim, and (i) such Claim is based upon an asserted liability or demand obligation to a person or entity that is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the (a "Third Party Claim"), Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the rightright to defend or settle such Third Party Claim or (ii) if such Claim is not a Third Party Claim, at its option Purchaser shall be entitled to immediate satisfaction of such Claim. If Seller does not notify Purchaser within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that it disputes such Claim, such Claim shall be deemed a liability of Seller and expenseSeller shall pay the amount of the Claim on demand by Purchaser, or in the case of any notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If Seller disputes the Claim in a timely manner as set forth herein, Seller and Purchaser shall proceed in good faith to negotiate a resolution of the dispute, or, if necessary, to defend against, negotiate, final judgment or settle any such claim or demand, and if order of a court of equity of competent jurisdiction determining the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) amount of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified Damages or involves by any other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandmeans elected by Purchaser.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 106.1 or Section 6.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 6.1 or Section 6.2 unless, and only to the extent that, such failure caused omission results in the damages for which forfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against an indemnified party and it notifies the indemnifying party is obligated to be greater than they would have been had of the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party (who shall not, and if except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VI for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any continuing material obligation or restrictions on any indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion Promptly after acquiring knowledge of any such claim Losses or demand Claims against which Indemnitors have indemnified Buyer or against which Buyer has indemnified Seller, or as to which either Buyer or Seller (herein, a "Party") may be made liable, Indemnitors or Buyer, as the case may be, shall give to the indemnifying partyother Party written notice thereof; provided, however, that the failure of the indemnified party to give prompt Notice notice shall not relieve the indemnifying party Party of its obligations hereunder unless, and only any liability it may have to the extent that, indemnified Party if such failure caused the damages for which does not materially prejudice the indemnifying party is obligated to be greater than they would have been had Party. In the indemnified party given event of any such Loss or Claim, (i) the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party Party shall have the right, at its option right to assume the defense thereof and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable to such indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified Party in connection with the defense thereof, provided however that the indemnifying Party shall have waived its right to contest its obligation to indemnify the indemnified Party for all Losses or damages with respect to such Claim; (ii) if the indemnifying Party fails to assume such defense or counsel for the indemnifying Party advises that there are issues which raise conflicts of interest between the indemnifying Party, on the one hand, and the indemnified Party, on the other hand, the indemnified Party may retain one counsel satisfactory to it, and the indemnifying Party shall pay all reasonable fees and expenses incurred after the date of such counsel promptly as statements therefor are received; (iii) the indemnifying party notifies Party shall receive from the indemnified party Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of such exercise by a counsel employed by employees who are familiar with the indemnified party. An indemnifying party may not settle transactions out of which any such claim Loss or demand without Claim may have arisen; and (iv) the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party Party shall not be liable for any settlement of any such claim or demand effected effectuated without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandconsent.

Procedures. If Promptly after receipt by an indemnified party under this Section 6 of notice of the threat or commencement of any proceedings are instituted or any action, such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against an indemnifying party under this Section 6, promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 6 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the failure of defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to give prompt Notice shall not relieve the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of its obligations hereunder unless, and only any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the extent thatindemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such failure caused legal defenses and to otherwise participate in the damages for which defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party is obligated to be greater than they would have been had such indemnified party of its election to assume the defense of such action and approval by the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the rightassumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, at its option and expensehowever, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses incurred after of counsel shall be at the date expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party notifies shall have approved in writing the indemnified party terms of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any settlement; provided, however, that such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) . No indemnifying party shall, without the prior written consent of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for , effect any settlement of any such claim pending or demand effected without its prior written consent (threatened proceeding in respect of which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the any indemnified party may retain counsel is or could have been a party and conduct indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense subject matter of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted claim, demand, action or any claim or demand is asserted proceeding by any person not third party (including any investigation by any Governmental Authority) (each a "Claim") shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 108.1 or Section 8.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim or demand to be made to Claim notify the indemnifying partyparty in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 8.1 or Section 8.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the actually prejudiced by such 37 omission. In case any such Claim is brought against an indemnified party given party, and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 8.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party's sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party, and if and, after notice from the indemnifying party exercises that optionto such indemnified party of its election to so assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party under this Article VIII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof and except as provided below. In any such Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable and documented fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. The parties agree to cooperate fully with each other It is agreed that the indemnifying party shall not, in connection with any Claim or related proceedings in the defensesame jurisdiction, negotiation or be liable for the reasonable and documented fees and expenses of more than one separate law firm (in addition to one local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable in respect of any settlement of any Claim effected without its written consent. The indemnifying party shall not settle any Claim in respect of which indemnity has been sought without the indemnified party's written consent (such legal proceedingconsent not to be unreasonably withheld), claim unless such settlement (i) includes an unconditional full and general written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability related to such Claim, (ii) does not require an admission of fault by or demandon behalf of such indemnified party and (iii) provides for the payment by the indemnifying party of money as sole relief (if any) for the claimant and does not impose any material obligation or restriction on such indemnified party. Notwithstanding the foregoing, to the extent the procedures in this Section 8.3 cannot be complied with because they would conflict with the procedures required to be followed under Section 12.2 of the Original Asset Purchase Agreement, the parties shall cooperate in good faith to determine procedures that fulfill to the greatest extent possible the purposes of this Section 8.3 while complying with the procedures required to be followed with under Section 12.2 of the Original Asset Purchase Agreement.

Procedures. If Promptly after receipt by an indemnified party under this Section 1.9 of notice of the commencement of any proceedings are instituted or action (including any governmental action), such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party; provided, however, that the failure party a written notice of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, commencement thereof and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the rightright to participate in, at its option and expenseand, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend againstsuch action, negotiateshall relieve such indemnifying party of any liability to the indemnified party under this Section 1.9, or settle but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.9. No indemnifying party, in the defense of any such claim or demandlitigation, and if shall, except with the indemnifying party exercises that optionconsent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the indemnifying party shall not be liable for giving by the fees and expenses incurred after the date the indemnifying party notifies the claimant or plaintiff to such indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any release from all liability in respect to such claim or demand litigation. The indemnity agreements contained in this Section 1.9 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the written consent (of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If (a) As promptly as practicable after any proceedings are instituted Hach Party shall receive notice of or otherwise become aware of the commencement of any claim action, suit or demand is asserted by proceeding, the assertion of any person not a party to this Agreement claim, the occurrence of any event, the existence of any fact or circumstance or the incurrence of any Damages, in respect of which any of such Hach Party may be entitled to seek indemnity, reimbursement or payment under SECTION 11.1 hereof (a "CLAIM"), Hach shall notify the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice Representative in writing thereof (the a "NoticeCLAIM NOTICE") and concurrently therewith deliver a copy of such Claim Notice to the assertion Escrow Agent; PROVIDED, HOWEVER, that the failure of Hach to so promptly notify the Representative and Escrow Agent shall not prevent any Hach Party from being indemnified or reimbursed for any Damages arising out of any such claim or demand to be made Claim except to the indemnifying partyextent that the failure to so promptly notify actually materially damages the Surrendering Stockholders. Each Claim Notice shall describe in reasonable detail the basis of the Claim and shall indicate the estimated amount of the Damages that have been or which may be suffered by Hach or any other Hach Party, which estimate may be revised from time to time ("PENDING CLAIM AMOUNT"); provided, however, that the failure any revised estimate of the indemnified party to give prompt Notice Damages for a Claim which is not a Third Party Claim (as defined below), shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunderconstitute a new Claim. Except as otherwise provided herein, the indemnifying party The Representative shall have a period of 20 days from the right, at its option receipt of any Claim Notice to dispute in whole or in part any Claim made in the aforesaid Claim Notice in accordance with SECTION 11.2(d) hereof by delivering to Hach and expense, to defend against, negotiate, or settle any the Escrow Agent within such claim or demand, and if 20 day period a written notice (the indemnifying party exercises that option, "DISPUTE NOTICE") describing in reasonable detail the indemnifying party shall not be liable basis for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandobjection.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such omission. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 7.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel selected by such claim or demandindemnifying party, and if and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any such claim or demand proceeding effected without its prior written consent, but, if settled with such consent (which consent shall not or if there be unreasonably withhelda final judgment for the plaintiff, conditioned or delayed). In the event that the indemnifying party shall fail agrees to respond within ten (10) days after the giving of the Notice, then indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may retain counsel and conduct the defense thereof as it maybe, (i) includes an unconditional written release of such indemnified party, in its sole discretionform and substance reasonably satisfactory to the indemnified party, deem properfrom all liability on claims that are the subject matter of such claim or proceeding, at the sole cost and expense (ii) does not include any statement as to an admission of the indemnifying party. The parties agree fault, culpability or failure to cooperate fully with each other in connection with the defense, negotiation act by or settlement on behalf of any such legal proceeding, claim indemnified party and (iii) does not impose any continuing material obligation or demandrestrictions on any indemnified party.

Procedures. If Any Person entitled to indemnification under this Section 7 shall, promptly after the receipt of notice of the commencement of any proceedings are instituted or any action, investigation, claim or demand is asserted by any person not a other proceeding against such indemnified party to this Agreement in respect of which any indemnity may be sought from an indemnifying party under this Section 7, notify the indemnifying party in writing of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the commencement thereof. The omission of any indemnified party shall promptly cause written notice (the "Notice") of the assertion so to notify an indemnifying party of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice action shall not relieve the indemnifying party of its obligations hereunder from any liability which it may have to such indemnified party under this Section 7 unless, and only to the extent that, such failure caused omission results in the damages for which indemnifying party’s forfeiture of substantive rights or defenses or the indemnifying party is obligated to otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall be greater than they would have been had the brought against any indemnified party given for which indemnification is claimed pursuant to Section 7.1, and it shall notify the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinCompany of the commencement thereof, the indemnifying Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to the Company; provided, that any such indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the rightright to employ separate counsel at the Company’s expense and to control its own defense of such action, at its option and expense, to defend against, negotiate, or settle any such claim or demandproceeding if, (a) the Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such indemnified party, a conflict or likely conflict exists between the Company, on the one hand, and if such indemnified party, on the indemnifying party exercises other hand, that optionwould make such separate representation advisable, provided, however, that the indemnifying party Company shall not in any event be liable for required to pay the fees and expenses incurred after of more than one separate counsel (and if deemed necessary by such separate counsel, appropriate local counsel who shall report to such separate counsel). The Company agrees that it will not, without the date the indemnifying party notifies the indemnified party prior written consent of such exercise by a counsel employed by the an indemnified party. An indemnifying party may not settle , settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising or involves other matters not binding upon the indemnified partythat may arise out of such claim, action or proceeding. An indemnifying party The Company shall not be liable for any settlement of any such claim claim, action or demand proceeding effected against an indemnified party without its the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the Company. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may retain counsel and conduct the defense thereof as it mayhave at common law, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation by separate agreement or settlement of any such legal proceeding, claim or demandotherwise.

Procedures. If Any party that proposes to assert the right to be indemnified under this Section 8 shall, promptly after receipt of notice of commencement of any proceedings are instituted action, suit or any claim or demand is asserted by any person not a proceeding against such party to this Agreement in respect of which any a claim is to be made against an indemnifying party or parties under this Section 8, notify each such indemnifying party of the Purchaser Parties commencement of such action, suit or proceeding, but the Seller Parties may seek indemnification pursuant omission so to this Section 10, the indemnified notify such indemnifying party shall promptly cause written notice (the "Notice") of the assertion of any such claim action, suit or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice proceeding shall not relieve it from any liability that it may have to any indemnified party otherwise than under this Section. In the event any such action, suit or proceeding is brought against any indemnified party and such indemnified party notifies the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the rightbe entitled to participate in, at its option and expenseand, to defend againstthe extent that it shall wish, negotiatejointly with any other indemnifying party similarly notified, or settle any to assume the defense thereof, with counsel satisfactory to such claim or demandindemnified party, and if after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof and the approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses incurred after of such counsel shall be at the date expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying party notifies parties, (ii) the indemnified party shall have reasonably concluded that, because of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim existence of different or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of additional defenses available to the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.other

Procedures. If any proceedings are instituted or Promptly after receipt by an indemnified party under this Agreement of notice of any claim or demand is asserted by the commencement of any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10action, the indemnified party shall promptly cause written notice (shall, if a claim in respect thereof is to be made against the "Notice") indemnifying party under this Agreement, notify the indemnifying party in writing of the assertion claim or the commencement of that action, provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the indemnified party unless the indemnifying party is materially prejudiced in its ability to defend such action. If any such claim shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled at its expense to participate therein, and to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and to settle and compromise any such claim or demand to be made to the indemnifying partyaction; provided, however, that if the failure indemnified party has elected to be represented by separate counsel pursuant to the proviso to the following sentence or if such settlement or compromise does not include an unconditional release of the indemnified party to give prompt Notice for any liability arising out of such claim or action, such settlement or compromise shall be effected only with the consent of the indemnified party, which consent shall not relieve be unreasonably withheld. After notice from the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given of its election to assume the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any defense of such claim or demand, and if the indemnifying party exercises that optionaction, the indemnifying party shall not be liable to the indemnified party under this Agreement for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation, provided, however, that the indemnified party shall have the right to employ counsel to represent it if, in the opinion of counsel to the indemnified party, it is advisable for the indemnified party to be represented by separate counsel due to actual or potential conflicts of interest, and in that event the fees and expenses incurred after of such separate counsel shall be paid by the date indemnifying party; provided, that in no event shall the indemnifying party notifies be responsible for the indemnified party fees of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which one counsel. The parties shall each render to each other such assistance as may reasonably be requested in order to ensure the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement proper and adequate defense of any such claim or demand effected without its prior written consent (which consent shall not proceeding. Each party agrees to promptly pay any amounts required to be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail paid to respond within ten (10) days after the giving of the Notice, then the an indemnified party may retain counsel and conduct hereunder, upon the defense thereof as it may, in its sole discretion, deem proper, at receipt of notice of such claim pursuant to the sole cost and expense provisions of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandthis Agreement.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a party Any Person entitled to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party hereunder shall promptly cause (i) give prompt written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder unless, and only to the extent that, such failure caused the damages for which has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party is obligated to be greater than they would have been had assume the defense of such claim with counsel reasonably satisfactory to the indemnified party given the indemnifying party prompt Notice hereunderparty. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any If such claim or demand, and if the indemnifying party exercises that optiondefense is assumed, the indemnifying party shall not be liable subject to any liability for the fees and expenses incurred after the date the indemnifying party notifies any settlement made by the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written its consent (which but such consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be liable obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of counsel to any settlement indemnified party a conflict of interest may exist if the same counsel were to represent such indemnified party and any other of such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)indemnified parties with respect to such claim. In such instance, the event that conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the indemnifying party shall fail to respond within ten (10) days after the giving Holders of a majority of the Notice, then Registrable Securities included in the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem properregistration, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other No indemnifying party, in connection the defense of such claim or litigation, shall, except with the defenseconsent of each indemnified party, negotiation or settlement consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such legal proceeding, indemnified party of a release from all liability in respect to such claim or demandlitigation.

Procedures. If (a) Any party seeking indemnification under this Article X (an “Indemnified Person”) shall notify the party from whom indemnification is being sought (an “Indemnifying Person”) in writing of any proceedings are instituted facts or circumstances (including any claim or demand is asserted by any person not a party to this Agreement action against such Indemnified Person) in respect of which any Indemnifying Person is or may be obligated to provide indemnification hereunder promptly after the receipt of notice or knowledge thereof. Such notice shall set forth in reasonable detail the Purchaser Parties or the Seller Parties may seek indemnification pursuant facts and circumstances giving rise to this Section 10such claim, the indemnified party shall promptly cause written notice basis for indemnification and the good faith estimated amount of Losses for which indemnification is sought (the "“Indemnification Dispute Notice") of the assertion ”). The failure of any such claim or demand Indemnified Person to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice notify any Indemnifying Person shall not relieve any Indemnifying Person from any Liability which it may have to such Indemnified Person under this Article X. If the indemnifying party Indemnifying Person has not disputed its indemnity obligation for any Loss with respect to such claim within thirty (30) days following receipt of such Indemnified Person’s notice (or, if such Indemnifying Person notifies the Indemnified Person prior to such 30th day that it does not dispute its obligations hereunder unlessindemnify obligation for any Loss, on such date), then the estimated amount of Losses set forth in the Indemnified Person’s notice will be final, conclusive and binding on the Parties. Any Indemnification Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement asserted (collectively, the “Indemnification Disputed Items”), and only all other items (and all calculations relating thereto) that are not in dispute as specified in the Indemnification Dispute Notice will be final, binding and conclusive. With respect to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinIndemnification Disputed Items, the indemnifying party Parties shall have the right, at its option and expense, proceed in good faith to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party negotiate a resolution of such exercise by a counsel employed by the indemnified party. An indemnifying party may dispute and, if not settle any such claim or demand without the written consent resolved through negotiations within thirty (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (1030) days after the giving delivery of the Noticenotice by the Indemnifying Person, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree such dispute shall be resolved by arbitration pursuant to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandSection 12.5.

Procedures. If any proceedings are instituted claim shall be made against any Tax Indemnitee or if any claim or demand is asserted by proceeding shall be commenced against any person not Tax Indemnitee (including a party written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to this Agreement in respect of Section, or if any Tax Indemnitee shall determine that any Taxes as to which any of the Purchaser Parties or the Seller Parties Lessee may seek indemnification have an indemnity obligation pursuant to this Section 10may be payable, the indemnified party such Tax Indemnitee shall promptly cause written notice (notify the "Notice") of the assertion of any such claim or demand Lessee. The Lessee shall be entitled, at its expense, to be made participate in and to the indemnifying partyextent that the Lessee desires to, assume and control the defense thereof; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party Lessee shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and acknowledged in writing if the indemnifying party exercises contest is unsuccessful its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding; and provided, further, that option, the indemnifying party Lessee shall not be liable for entitled to assume and control the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement defense of any such claim action, suit or demand effected without its prior written consent proceeding (which consent but the Tax Indemnitee shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem propercontest, at the sole cost and expense of the indemnifying partyLessee, on behalf of the Lessee) if and to the extent that (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Tax Indemnitee or will involve a material risk of the sale, forfeiture or loss, or the creation, of any Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnities in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified Claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the transactions contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonable satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The parties agree Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information, documents and testimony reasonably requested by the Lessee as are necessary to cooperate fully advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section without the prior written consent of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section with respect to such Claim. Notwithstanding anything contained herein to the contrary, (i) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (ii) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of the Lessee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other in connection with regarding the defense, negotiation or settlement conduct of any such legal proceeding, claim or demandcontest controlled by either.

Procedures. If Each indemnitor under this ------------------------------- Article XVI shall reimburse each indemnitee for any proceedings are instituted legal fees and costs, including reasonable attorneys' fees and other litigation or any proceeding expenses, even if the claim is groundless, false, or demand fraudulent, reasonably incurred by such indemnitee in connection with investigating or defending against Losses with respect to which indemnity is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying partyprovided hereunder; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party an indemnitor shall not be liable required to indemnify an indemnitee for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party any payment made by such indemnitee to any claimant in settlement of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party Losses unless such settlement requires no more than a monetary payment has been previously approved by the indemnitor. If Losses are asserted, or if any action or suit is commenced with respect thereto, for which indemnity may be sought against an indemnitor hereunder, the indemnified party is fully indemnified or involves other matters not binding upon indemnitee shall notify the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond indemnitor in writing within ten (10) days after the giving indemnitee shall have had actual knowledge of the Noticeassertion or commencement of the Losses or a claim which could give rise to Losses, then which notice shall specify in reasonable detail the indemnified party matter for which indemnity may retain be sought. The indemnitor shall have the right, upon notice to the indemnitee given within thirty (30) days following its receipt of the indemnitee's notice (or shorter period if such notice specifies such shorter period and provides reasonable reason therefor), to take primary responsibility, for the prosecution, defense or settlement of such matter, including the employment of counsel chosen by the indemnitor with the approval of the indemnitee. which approval shall not be unreasonably withheld or delayed, and conduct payment of expenses in connection therewith. The indemnitee shall provide, without cost to the indemnitor, all relevant records and information reasonablv required by the indemnitor for such prosecution, defense thereof as it mayor settlement and shall cooperate with the indemnitor to the fullest extent possible The indemnitee shall have the right to employ its own counsel in any matter with respect to which the indemnitor has elected to take primary responsibility for prosecution (without regard to Section 7.17), in its sole discretiondefense or settlement, deem proper, at but the sole cost fees and expenses of such counsel shall be the expense of the indemnifying party. The parties agree indemnitee except when indemnitee has engaged its own counsel due to cooperate fully a conflict of interest between indemnitors and indemnitees interests in which case such fees and expenses shall be paid in accordance with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandthis Section 16.4.

Procedures. If Promptly after receipt by an indemnified party under this Section 6 of notice of the threat or commencement of any proceedings are instituted or any action, such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against an indemnifying party under this Section 6, promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 6 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties HOU: 3705172.4 similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the failure of defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to give prompt Notice shall not relieve the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of its obligations hereunder unless, and only any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the extent thatindemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such failure caused legal defenses and to otherwise participate in the damages for which defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party is obligated to be greater than they would have been had such indemnified party of its election to assume the defense of such action and approval by the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the rightassumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, at its option and expensehowever, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses incurred after of counsel shall be at the date expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party notifies shall have approved in writing the indemnified party terms of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any settlement; provided, however, that such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) . No indemnifying party shall, without the prior written consent of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for , effect any settlement of any such claim pending or demand effected without its prior written consent (threatened proceeding in respect of which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the any indemnified party may retain counsel is or could have been a party and conduct indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense subject matter of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted If, with respect to a third party, an ---------- event occurs or any claim or demand is asserted by any person not a party alleged to this Agreement in respect of which any of have occurred and Executive asserts that the Purchaser Parties or the Seller Parties may seek Company has become obligated to provide indemnification pursuant to him under this Section 1010 (an "Indemnity Claim"), Executive (the indemnified party --------------- "Indemnitee") shall promptly cause give written notice to the Company (the ---------- "NoticeIndemnitor") of the assertion of any such claim or demand ). The failure to be made to the indemnifying party; providedso notify Indemnitor shall not, ---------- however, that the failure of the indemnified party release Indemnitor from any obligation or liability it may have to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only Indemnitee under this Section except to the extent that, such failure caused the damages for which the indemnifying party is obligated materially prejudices Indemnitor. Indemnitor agrees to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunderdefend, contest or otherwise protect Indemnitee against any Indemnity Claim at Indemnitor's sole cost and expense. Except as otherwise provided herein, the indemnifying party Indemnitee shall have the right, at its option and expensebut not the obligation, to defend against, negotiate, or settle any such claim or demand, and if participate at the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct Company's expense in the defense thereof by counsel of Indemnitee's choice and shall in any event cooperate with and assist Indemnitor to the extent reasonably possible. If Indemnitor fails to timely defend, contest or otherwise protect against such Indemnity Claim, Indemnitee shall have the right to do so, with counsel of his choice, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnitee shall be entitled to recover the entire cost thereof from Indemnitor, including, without limitation, attorneys' fees, disbursements and all amounts paid as it maythe result of such Indemnity Claim. Indemnitor shall be bound by any determination made as to such Indemnity Claim or any compromise or settlement effected by the Indemnitee. If Indemnitor assumes the defense of any Indemnity Claim, (a) such will conclusively establish, for purposes of this Agreement, that the claims made in its sole discretionthat Indemnity Claim are within the scope of and subject to indemnification hereunder, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation (b) no compromise or settlement of such claims may be effected by Indemnitor without Indemnitee's written consent unless (i) there is no finding or admission of any violation of federal, state, local, municipal, foreign, international, multinational or other administrative order, law, ordinance, principal of common law, regulation, statute or treaty or any violation of the rights of any person and no effect on any other claims that may be made against Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by Indemnitor; and (c) Indemnitee will have no liability with respect to any compromise or settlement of such legal proceedingclaims effected without his written consent. Notwithstanding anything to the contrary contained in this Section 10, claim if Indemnitee settles or demandcompromises any Indemnity Claim without Indemnitor=s prior written consent, Indemnitor shall have no obligation for indemnification under this Section 10.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10Clause 11, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If Promptly after receipt by an indemnified party under Sections 9.1 or 9.2 above of notice of the commencement of any proceedings are instituted or any action, such indemnified party shall, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made to against the indemnifying party; providedparty under such subsection, however, that notify the failure indemnifying party in writing of the indemnified commencement thereof; but the omission so to notify the indemnifying party to give prompt Notice shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the right, at its option and expensebe entitled to participate therein and, to defend againstthe extent that it shall wish, negotiatejointly with any other indemnifying party similarly notified, or settle any to assume the defense thereof, with counsel satisfactory to such claim or demandindemnified party (who shall not, and if except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the fees and expenses incurred after the date the defense thereof other than reasonable costs of investigation. No indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (which consent shall whether or not be unreasonably withheldthe indemnified party is an actual or potential party to such action or claim) unless such settlement, conditioned compromise or delayedjudgment (i) includes an unconditional release of the indemnified party unless from all liability arising out of such settlement requires no more than action or claim and (ii) does not include a monetary payment for which the indemnified party is fully indemnified statement as to or involves other matters not binding upon the an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If Promptly after receipt by an indemnified party under this Section 1.9 of notice of the commencement of any proceedings are instituted or action (including any governmental action), such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against any indemnifying party under this Section 1.9, deliver to the indemnifying partyparty a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.9, but the omission so to give prompt Notice shall not relieve deliver written notice to the indemnifying party will not relieve it of its obligations hereunder unless, and only any liability that it may have to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the any indemnified party given otherwise than under this Section 1.9. No indemnifying party, in the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle defense of any such claim or demandlitigation, and shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 1.9 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If (a) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any proceedings are instituted or any action, such indemnified party shall, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made to against the indemnifying party; providedparty hereunder, howevernotify the indemnifying party in writing thereof, that but the failure of omission so to notify the indemnified indemnifying party to give prompt Notice shall not relieve it from any liability which it may have to such indemnified party other than under this Section 8 and shall only relieve it from any liability which it may have to such indemnified party under this Section 8 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the right, at its option and expensebe entitled to participate in and, to defend againstthe extent it shall wish, negotiateto assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, or settle any such claim or demandand, and if after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 8. for any legal expenses subsequently incurred by such indemnified party in connection with the fees and expenses incurred after the date the indemnifying party notifies defense thereof; if the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without retains its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Noticeown counsel, then the indemnified party shall pay all fees, costs and expenses of such counsel, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may retain counsel and conduct be reasonable defenses available to it which are different from or additional to those available to the defense thereof as it may, in its sole discretion, deem proper, at indemnifying party or if the sole cost and expense interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party. The parties agree , the indemnified party shall have the right to cooperate fully with each other select one separate counsel and to assume such legal defenses and otherwise to participate in connection the defense of such action, with the defense, negotiation or settlement reasonable expenses and fees of any such legal proceeding, claim or demandseparate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

Procedures. If Any Person entitled to indemnification under ---------- this Section 7 shall, promptly after the receipt of notice of the commencement of any proceedings are instituted or any action, investigation, claim or demand is asserted by any person not a other proceeding against such indemnified party to this Agreement in respect of which any indemnity may be sought from an indemnifying party under this Section 7, notify the indemnifying party in writing of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the commencement thereof. The omission of any indemnified party shall promptly cause written notice (the "Notice") of the assertion so to notify an indemnifying party of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice action shall not relieve the indemnifying party of its obligations hereunder from any liability which it may have to such indemnified party under this Section 7 unless, and only to the extent that, such failure caused omission results in the damages for which indemnifying party's forfeiture of substantive rights or defenses or the indemnifying party is obligated to otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall be greater than they would have been had the brought against any indemnified party given for which indemnification is claimed pursuant to Section 7.1, and it shall notify the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinCompany of the commencement thereof, the indemnifying Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to the Company; provided, that any such indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the rightright to employ separate counsel at the Company's expense and to control its own defense of such action, at its option and expense, to defend against, negotiate, or settle any such claim or demandproceeding if, (a) the Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such indemnified party, a conflict or likely conflict exists between the Company, on the one hand, and if such indemnified party, on the indemnifying party exercises other hand, that optionwould make such separate representation advisable, provided, however, that the indemnifying party Company shall not in any event be liable for required to pay the fees and expenses incurred after of more than one separate counsel (and if deemed necessary by such separate counsel, appropriate local counsel who shall report to such separate counsel). The Company agrees that it will not, without the date the indemnifying party notifies the indemnified party prior written consent of such exercise by a counsel employed by the an indemnified party. An indemnifying party may not settle , settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising or involves other matters not binding upon the indemnified partythat may arise out of such claim, action or proceeding. An indemnifying party The Company shall not be liable for any settlement of any such claim claim, action or demand proceeding effected against an indemnified party without its the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the Company. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may retain counsel and conduct the defense thereof as it mayhave at common law, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation by separate agreement or settlement of any such legal proceeding, claim or demandotherwise.

Procedures. If Promptly after receipt by an indemnified party under this Section 7 of notice of the threat or commencement of any proceedings are instituted or any action, such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against an indemnifying party under this Section 7, promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the failure of defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to give prompt Notice shall not relieve the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of its obligations hereunder unless, and only any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the extent thatindemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such failure caused legal defenses and to otherwise participate in the damages for which defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party is obligated to be greater than they would have been had such indemnified party of its election to assume the defense of such action and approval by the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (a) the indemnified party shall have employed such counsel in connection with the rightassumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, at its option and expensehowever, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the of more than one separate counsel, reasonably satisfactory to such indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) representing all of the indemnified party unless parties who are parties to such settlement requires no more than a monetary payment for which action) or (b) the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail have employed counsel reasonably satisfactory to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct to represent the defense thereof as it mayindemnified party within a reasonable time after notice of commencement of action, in its sole discretion, deem proper, each of which cases the reasonable fees and expenses of counsel shall be at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other In no event shall any indemnifying party be liable in connection with the defense, negotiation or respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such legal settlement; provided, however, that such consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the subject matter of such proceeding, claim or demand.

Procedures. If A. In the event that any proceedings are Legal Action shall be instituted or any claim or demand is asserted by any person not a Person other than such indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties payment may seek indemnification pursuant to this Section 10be sought hereunder, the indemnified party shall reasonably and promptly cause written notice (the "Notice") of the assertion of any such claim Legal Action of which it has knowledge which is covered by the indemnities under Section 9.2 or demand Section 9.3 to be made forwarded to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, . In such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinevent, the indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or settle otherwise deal with any Legal Action which relates to any Claims instituted or asserted by any Person other than such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party and indemnified against hereunder; provided, however, that no settlement thereof shall be made without the prior written consent of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Legal Action which relates to any such Claims, it shall within thirty (30) days (or sooner, if the nature of the Legal Action so requires) notify the indemnified party unless of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Legal Action which relates to any such settlement requires no more than a monetary payment for which Claims, fails to notify the indemnified party is fully indemnified of its election as herein provided or involves other matters not binding upon contests its obligation to indemnify the indemnified partyparty for such Claims under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Legal Action. An If the indemnified party defends any Legal Action, then the indemnifying party shall not be liable reimburse the indemnified party for Claims incurred in defending such Legal Action upon submission of periodic bills. Neither the indemnified party nor the indemnifying party may settle any settlement of any such claim or demand effected Legal Action without its the prior written consent (of the other, which consent shall not be unreasonably withheld, conditioned or delayed). In the event that If the indemnifying party shall fail to respond within ten (10) days after assume the giving defense of the Noticeany Legal Action instituted or asserted by any Person other than an indemnified party, then the indemnified party may retain counsel and conduct participate, at such party's own expense, in the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandLegal Action.

Procedures. If any proceedings are instituted In no case shall an indemnifying party be liable for Losses or any claim or demand is asserted Related Expenses unless it shall be notified by any person not a party to this Agreement the indemnified party, in respect of which any accordance with Section 13.1, of the Purchaser Parties written assertion of a claim by the indemnified party or of any third party action commenced against the Seller Parties may seek indemnification pursuant to this Section 10, indemnified party reasonably promptly after the indemnified party shall promptly cause written notice (have been served with the "Notice") summons or other first legal process giving information as to the nature and basis of the assertion of any such claim or demand to be made to the indemnifying partythird party Action; provided, howeverthat no delay in notifying an indemnifying party shall excuse such indemnifying party from its obligations hereunder unless such delay has materially and adversely affected such indemnifying party's legal rights with respect to which indemnity is sought; provided, further, that the failure a notification to Serologicals for indemnification shall be deemed a notice to Serologicals and to any and all of the Sellers. Any such indemnified party shall have the right to give prompt Notice employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall not relieve be the expenses of such indemnified party unless (i) the indemnifying party of its obligations hereunder unlesshas agreed to pay such fees and expenses, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, or (ii) the indemnifying party shall have failed to promptly assume the rightdefense of such action, at its option and expense, to defend against, negotiateclaim or proceeding, or settle (iii) the named parties to any such action, claim or demandproceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and if such indemnified party shall have been advised by counsel in writing (a copy of which shall be delivered to the indemnifying party) that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party exercises and that optionthe assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party. (In that case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding of behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses incurred after of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the date reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party notifies shall be obligated to pay the indemnified party fees and expenses of such exercise by a additional counsel employed by the indemnified partyor counsels). An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An The indemnifying party shall not be liable for any settlement of any such claim action or demand proceeding effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandconsent.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 106.1, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 6.1 unless, and only to the extent that, such failure caused omission results in the damages for which forfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against an indemnified party and it notifies the indemnifying party is obligated to be greater than they would have been had of the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party (who shall not, and if except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VI for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any continuing material obligation or restrictions on any indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such omission. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in *** Confidential Treatment Requested *** accordance with this Section 7.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party, and if and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than as provided below. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and (iii) does not impose any continuing material obligation or restrictions on any indemnified party. The indemnified and indemnifying parties shall not be unreasonably withheldcooperate in the defense or prosecution of any such claim, conditioned demand, action or delayed). In proceeding with such cooperation to include (A) the event that retention of and the provision to the indemnifying party shall fail of records and information that are reasonably relevant to respond within ten such claim, demand, action or proceeding and (10B) days after the giving making available of the Notice, then the indemnified party may retain counsel employees on a mutually convenient basis for providing additional information and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement explanation of any such legal proceeding, claim or demandmaterial provided hereunder.

Procedures. If Promptly after receipt by an indemnified party under Section 3.1 of notice of the threat or commencement of any proceedings are instituted or any action, such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against an indemnifying party under Section 3.1 promptly notify each such indemnifying party in writing thereof, but the failure or delay to notify such indemnifying parties will not relieve such indemnifying parties from any liability that they may have to any indemnified party under the indemnity agreement contained in Section 3.1, except to the extent that its ability to defend is actually impaired by such failure or delay. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from any indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the failure of defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on the advice of counsel reasonably satisfactory to give prompt Notice shall not relieve the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of its obligations hereunder unlessany such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties, and only to the extent that, cost of such failure caused the damages for which defense shall constitute indemnifiable Losses hereunder. Upon receipt of notice from the indemnifying party is obligated to be greater than they would have been had such indemnified party of its election to assume the defense of such action and approval by the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof counsel, the indemnifying party will not be liable to such indemnified party under Section 3.1 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the rightassumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, at its option and expensehowever, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the of more than one separate counsel, reasonably satisfactory to such indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) representing all of the indemnified party unless parties who are parties to any one action or series of related actions in the same jurisdiction (other than local counsel in any such settlement requires no more than a monetary payment for which jurisdiction)) or (ii) the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail have employed counsel reasonably satisfactory to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct to represent the defense thereof as it mayindemnified party within a reasonable time after notice of commencement of action, in its sole discretion, deem proper, each of which cases the reasonable fees and expenses of counsel shall be at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other In no event shall any indemnifying party be liable for any settlement or in connection with the defense, negotiation or respect of any amounts paid in settlement of any claim, action or proceeding unless the indemnifying party shall have approved in writing the terms of such legal settlement; provided, however, that such consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened claim, action or proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all Losses that are the subject matter of such claim, action or proceeding, claim unless such settlement (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of the subject claim, action or demandproceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Procedures. If Promptly after receipt by an indemnified party under this Section 7.5 of notice of the commencement of any proceedings are instituted or action (including any governmental action), such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against any indemnifying party under this Section 7.5, deliver to the indemnifying partyparty a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7.5 to the extent that such indemnifying party is harmed by the failure of the indemnified party to give prompt Notice shall not relieve provide timely notice, but the omission so to deliver written notice to the indemnifying party will not relieve it of its obligations hereunder unless, and only any liability that it may have to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the any indemnified party given otherwise than under this Section 7.5. No indemnifying party, in the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle defense of any such claim or demandlitigation, and if shall, except with the indemnifying party exercises that optionconsent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the indemnifying party shall not be liable for giving by the fees and expenses incurred after the date the indemnifying party notifies the claimant or plaintiff to such indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any release from all liability in respect to such claim or demand litigation. The indemnity agreements contained in this Section 7.5 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the written consent (of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a either party seeks indemnification under this Article VIII, it shall give notice ("Claim Notice") to this Agreement in respect of which any the other party of the Purchaser Parties or basis of the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice claim (the "NoticeClaim") (i) within a reasonable time after discovery of the assertion of facts and (ii) in any such claim or demand to be made to event, within the indemnifying party; providedtime periods set forth in Section 8.1, however, provided that the failure of the indemnified party to give prompt Notice such notice shall not relieve the indemnifying party of its obligations any liability hereunder unless, and only except to the extent that, that the indemnified party is materially adversely prejudiced by such failure caused failure. The indemnifying party shall give notice to the damages for which indemnified party within thirty (30) days after receipt of the notice requested by this Section 8.3 advising whether it (i) acknowledges its obligation to indemnify the indemnified party or (ii) disputes its obligation to indemnify the indemnified party. If the indemnifying party acknowledges its indemnification obligation with respect to the Claim, and (i) such Claim is obligated based upon an asserted liability or obligation to be greater than they would have been had the indemnified a person or entity that is not a party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinto this Agreement (a "Third Party Claim"), the indemnifying party shall have the right, at its option and expense, right to defend against, negotiate, or settle any such claim Third Party Claim or demand(ii) if such Claim is not a Third Party Claim, and if the indemnified party shall be entitled to immediate satisfaction of such Claim. If the indemnifying party exercises does not notify the indemnified party within fifteen (15) business days following receipt of notice of a Claim that optionis not a Third Party Claim that it disputes such Claim, such Claim shall be deemed a liability of the indemnifying party and the indemnifying party shall pay the amount of the Claim on demand by the indemnified party, or in the case of any notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If the indemnifying party disputes the Claim in a timely manner as set forth herein, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party shall proceed in good faith to negotiate a resolution of such exercise the dispute, or, if necessary, to resolve the dispute in a manner determined by a counsel employed the parties or by any other means elected by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If In case any proceedings are proceeding (including any governmental investigation) shall be instituted or any claim or demand is asserted by involving any person not a party to this Agreement in respect of which any indemnity may be sought pursuant to Section 7.02, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the Purchaser Parties or indemnified party, shall retain counsel reasonably satisfactory to the Seller Parties indemnified party to represent the indemnified party and any others the indemnifying party may seek indemnification pursuant designate in such proceeding and shall pay the fees and disbursements of such counsel related to this Section 10such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall promptly cause written notice have mutually agreed to the retention of such counsel or (ii) the "Notice") of the assertion of named parties to any such claim or demand to be made to proceeding (including any impleaded parties) include both the indemnifying party; provided, however, that the failure of party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party actual or potential differing interests between them. It is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, understood that the indemnifying party shall have not, in respect of the rightlegal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate firm (in addition to any local counsel) for which the all indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties, and that all such fees and expenses shall be reimbursed as they are incurred. An The indemnifying party shall not be liable for any settlement of any such claim or demand proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Noticeindemnified party, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such legal indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, claim or demand.

Procedures. If Any party that proposes to assert the right to be indemnified under this Section 8 shall, promptly after receipt of notice of commencement of any proceedings are instituted action, suit or any claim or demand is asserted by any person not a proceeding against such party to this Agreement in respect of which any a claim is to be made against an indemnifying party or parties under this Section 8, notify each such indemnifying party of the Purchaser Parties commencement of such action, suit or proceeding, but the Seller Parties may seek indemnification pursuant omission so to this Section 10, the indemnified notify such indemnifying party shall promptly cause written notice (the "Notice") of the assertion of any such claim action, suit or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice proceeding shall not relieve it from any liability that it may have to any indemnified party otherwise than under this Section. In the event any such action, suit or proceeding is brought against any indemnified party and such indemnified party notifies the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the rightbe entitled to participate in, at its option and expenseand, to defend againstthe extent that it shall wish, negotiatejointly with any other indemnifying party similarly notified, or settle any to assume the defense thereof, with counsel satisfactory to such claim or demandindemnified party, and if after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof and the approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses incurred after of such counsel shall be at the date expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying party notifies parties, (ii) the indemnified party shall have reasonably concluded that, because of the existence of different or additional defenses available to the indemnified party or of other reasons, there may be a conflict of interest between the indemnifying parties and the indemnified party in the conduct of the defense of such exercise by a counsel employed by action (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party. An ) or (iii) the indemnifying party may not settle any such claim or demand without the written consent (which consent parties shall not be unreasonably withheld, conditioned or delayed) have employed counsel to assume the defense of such action within a reasonable time after notice of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it maycommencement thereof, in its sole discretion, deem proper, each of which cases the fees and expenses of counsel shall be at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defenseparties, negotiation or settlement of any such legal proceeding, claim or demand.provided that

Procedures. If Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any proceedings are instituted demand, assertion, claim, action or any claim proceeding, judicial or demand is asserted otherwise, by any person not third party (such third party actions being collectively referred to herein as a party “Claim”), with respect to this Agreement in respect of any matter as to which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand it claims to be made entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party; provided, however, that the failure together with a statement of such information respecting any of the indemnified party to give prompt Notice foregoing as it shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunderhave. Except as otherwise provided herein, the The indemnifying party shall have the rightbe entitled, at its option cost and expense, to contest and defend againstby all appropriate legal proceedings any Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement. Any such contest may be conducted, negotiateas determined by the indemnifying party, or settle any such claim or demand, in the name and if on behalf of the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies or the indemnified party of such exercise as may be appropriate. Such contest shall be conducted by a reputable counsel employed by the indemnifying party with the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (’s consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, conditioned the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; however, the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or delayed) obligations not involving material expense. In addition, without the consent of the indemnified party unless such settlement requires no more than a monetary payment for party, which consent may be withheld in its sole and absolute discretion, the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for consent to the entry of any judgment or enter into any settlement of any such claim or demand effected without its prior written consent (which consent shall that does not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving include an unconditional and complete release of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such failure. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 7.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, to join in or settle any assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such claim or demandindemnifying party. If assumed, and if counsel reasonably satisfactory to the indemnified party shall be selected, and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm at the same time (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any such claim or demand proceeding effected without its prior written consent, but, if settled with such consent (which consent shall not be unreasonably withheldor if there is a final judgment for the plaintiff, conditioned or delayed). In the event that the indemnifying party shall fail agrees to respond within ten (10) days after the giving of the Notice, then indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may retain counsel and conduct the defense thereof as it maybe, (i) includes an unconditional written release of such indemnified party, in its sole discretionform and substance reasonably satisfactory to the indemnified party, deem properfrom all liability on claims that are the subject matter of such claim or proceeding, at the sole cost and expense (ii) does not include any statement as to an admission of the indemnifying party. The parties agree fault, culpability or failure to cooperate fully with each other in connection with the defense, negotiation act by or settlement on behalf of any such legal proceeding, claim indemnified party and (iii) does not impose any continuing material obligation or demandrestrictions on any indemnified party.

Procedures. If Each indemnified Party agrees to give the indemnifying Party a prompt written notice of any proceedings are instituted Third-Party Claim and associated Loss upon which such indemnified Party intends to base a request for indemnification under Sections 12.1 or any claim or demand is asserted by any person not a party 12.2, promptly after learning of it. Each Party shall furnish promptly to this Agreement the other copies of all papers and official documents received in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant Loss. To be eligible to this Section 10be Indemnified hereunder, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim Asahi Indemnitee or demand to be made CoTherix Indemnitee must tender defense hereunder to the indemnifying party; provided, however, other Party. With respect to any Third-Party Claim and associated Loss relating solely to the payment of money damages and that will not result in the failure indemnified Party becoming subject to injunctive or other equitable relief or otherwise adversely affecting the business of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unlessParty in any manner, and only as to the extent that, such failure caused the damages for which the indemnifying party is obligated Party shall have acknowledged in writing the obligation to be greater than they would have been had indemnify the indemnified party given the indemnifying party prompt Notice Party hereunder. Except as otherwise provided herein, the indemnifying party Party shall have the rightsole right to choose whether and how to defend, at its option settle or otherwise dispose of such Third-Party Claim and expense, to defend against, negotiate, or settle any associated Loss on such claim or demand, and if terms as the indemnifying party exercises that optionParty, the in its sole discretion, shall deem appropriate. The indemnifying party Party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without obtain the written consent (of the indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed) , prior to ceasing to defend, settling or otherwise disposing of any Third-Party Claim and associated Loss if, as a result thereof, the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyindemnifying Party. An The indemnifying party Party shall not be liable for any settlement or other disposition of any such claim or demand effected a Third-Party Claim and associated Loss by the indemnified Party that is reached without its prior the written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying partyParty. The parties agree to cooperate fully with each other reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in connection with any Third-Party Claim and associated Loss, shall be reimbursed on a quarterly basis by the defenseindemnifying Party, negotiation or settlement without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Party. If the Parties cannot agree as to the application of Sections 12.1 and 12.2 as to any particular Third-Party Claim and associated Losses, then each Party may conduct its own defense of such legal proceeding, Third-Party Claim and reserves the right to claim or demandindemnity from the other Party upon resolution of the underlying Third-Party Claim.

Procedures. If Should Tenant desire to enter into a Transfer, other than any proceedings are instituted or any claim or demand Transfer which is asserted by any person expressly stated in this Article 13 not a party to this Agreement require the prior written consent of Landlord, Tenant shall request, in respect of which any writing, Landlord's consent to the proposed Transfer at least sixty (60) days before the intended effective date of the Purchaser Parties or proposed Transfer, which request shall include the Seller Parties may seek indemnification pursuant to this Section 10following: (a) full particulars of the proposed Transfer including its nature, effective date, terms and conditions; (b) if the Transfer contemplates a change in the trade name of the Premises, the indemnified party shall promptly cause written notice (the "Notice") new proposed trade name of the assertion proposed transferee; (c) a description of the identity, net worth and previous business experience of the proposed transferee,"(d) a complete business plan prepared by the proposed transferee; and (e) any further information relevant to the proposed Transfer which Landlord shall reasonably request. Within thirty (30) days after receipt of Tenant's request for consent to the proposed Transfer together with all of the above-required information, Landlord shall respond and shall have the right either to: (i) consent to the proposed Transfer; (ii) refuse to consent to the proposed Transfer; or (iii) terminate this Lease, such claim or demand termination to be made effective thirty (30) days after Tenant's receipt of Landlord's notice electing to the indemnifying partyso terminate; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party Tenant shall have the right, at its option and expenseright to nullify such an election to terminate by agreeing (in written notice delivered to Landlord within fifteen (15) days following Tenant's receipt of such notice from Landlord electing to terminate), to defend againstwithdraw Tenant's request for consent to such Transfer, negotiatein which event this Lease shall continue in full force and effect as if Tenant had never made such request for consent. Landlord's consent to a proposed Transfer shall only be given if and when Landlord has notified Tenant in writing that Landlord consents to such proposed Transfer. If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or settle any such claim or demandother occupancy agreement directly with the proposed transferee, and if the indemnifying party exercises that option, the indemnifying party Tenant shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle have no right to any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless rents or other consideration payable by such settlement requires no more than a monetary payment for which proposed transferee under such other lease or occupancy agreement. If Landlord refuses to consent to the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party Transfer, Landlord shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, state in its sole discretion, deem proper, at response the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other reason(s) for such refusal in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandreasonable detail.

Procedures. If any legal proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10the provisions hereunder, the indemnified party Party shall promptly cause written notice (the "“Notice"”) of the assertion of any such claim or demand to be made to the indemnifying partyParty; provided, however, that the failure of the indemnified party Party to give prompt Notice shall not relieve the indemnifying party Party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party Party is obligated to be greater than they would have been had the indemnified party Party given the indemnifying party Party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party Party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party Party exercises that option, the indemnifying party Party shall not be liable for the fees and expenses incurred after the date the indemnifying party Party notifies the indemnified party Party of such exercise by a any counsel employed by the indemnified partyParty. An indemnifying party Party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party Party unless such settlement requires no more than a monetary payment for which the indemnified party Party is fully indemnified or involves other matters not binding upon the indemnified partyParty. An indemnifying party Party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party Party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party Party may retain counsel and conduct the defense thereof as it may, may in its sole discretion, discretion deem proper, at the sole cost and expense of the indemnifying partyParty. The parties Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any The obligations of the Purchaser Parties or the Seller Parties may seek indemnification pursuant indemnifying parties under this Article VIII to this Section 10, indemnify the indemnified party shall promptly cause written notice (parties with respect to Damages or Holdings Damages, as the "Notice") of case may be, resulting from the assertion of liability by third parties (a "Claim"), will be subject to the following terms and conditions: (a) An indemnitee against whom any Claim is asserted will give the indemnifying party or parties, as the case may be, written notice of any such claim Claim promptly after learning of such Claim, and each indemnifying party may at its option undertake the defense thereof by representatives of its own choosing. Failure to give prompt notice of a Claim hereunder shall not affect the obligations of the indemnifying party or demand parties, as the case may be, under this Article VIII except to be the extent an indemnifying party is materially prejudiced by such failure to give prompt notice. If an indemnifying party within 30 days after notice of any such Claim, or such shorter period as is reasonably required, fails to assume the defense of such Claim, the indemnitee against whom such Claim has been made will (upon further notice to the indemnifying party; provided) have the right to undertake the defense, howevercompromise or settlement of such Claim on behalf of and for the account and risk, that and at the failure expense, of the indemnified party to give prompt Notice shall not relieve the indemnifying party or parties, as the case may be, subject to the right of its obligations hereunder unlesseach indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof. In connection with the handling and only disposition of any Claim, the parties agree to use their reasonable best efforts to cooperate and consult with each other to the extent thatpracticable in order to mitigate any Holdings Damages, Environmental Damages or Central Damages which may arise from any such failure caused Claim. (b) Anything in this Section 8.5 to the damages for contrary notwithstanding, no indemnitee shall enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnifying party is obligated to be greater than they would have been had or parties, as the indemnified party given case may be, of a written release from all liability in respect of such action, suit or proceeding and (ii) without the prior written consent of the indemnifying party prompt Notice hereunder. Except or parties, as otherwise provided hereinthe case may be, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed. (c) All obligations for indemnification incurred by each of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after or parties, as the giving of the Noticecase may be, then the indemnified party under this Article VIII may retain counsel and conduct the defense thereof as it maybe satisfied, in its sole discretion, deem proper, at the sole cost and expense discretion of the indemnifying partyparty or parties, as the case may be, by the payment of Central Common Stock in lieu of cash, provided, however, that Central shall satisfy any such obligation only through a payment of Central Common Stock to the extent required in order to qualify the Merger as a pooling of interests transaction under APB 16. For purposes of this subsection, the value of a share of Central Common Stock delivered in lieu of cash under this clause shall be deemed to equal the closing sale price per share of Central Common Stock on the NYSE on the Closing Date. (d) The parties agree amount of Damages and Holdings Damages for which indemnification is provided under this Article VIII herein shall be net of (i) any amounts recovered by the appropriate indemnitee under insurance policies with respect to cooperate fully such Damages or Holdings Damages, (ii) any balance sheet reserves with each other respect to such Damages or Holdings Damages to the extent accounted for on the balance sheet delivered in connection with the defenseWorking Capital Adjustment, negotiation and (iii) any amounts recovered by the appropriate indemnitee pursuant to third party indemnification agreements; provided that in the case of (i) and (iii) above, the indemnitee must first seek recovery from such insurance carrier or settlement third party, as the case may be, prior to seeking indemnification from an indemnifying party hereunder; provided, further, that the indemnitee shall not adversely modify, reduce coverage or terminate any existing insurance policy or third party indemnification agreement prior to the expiration of any such legal proceedingthe Indemnity Period or, claim or demand.with respect to environmental insurance policies and third party indemnification agreements relating to matters set forth in Section 8.4, if any, the Environmental Indemnity Period. Section 8.6

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such omission. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 7.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel selected by such claim or demandindemnifying party, and if and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any such claim or demand proceeding effected without its prior written consent, but, if settled with such consent (which consent shall not or if there be unreasonably withhelda final judgment for the plaintiff, conditioned or delayed). In the event that the indemnifying party shall fail agrees to respond within ten (10) days after the giving of the Notice, then indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may retain counsel and conduct the defense thereof as it maybe, (i) includes an unconditional written release of such indemnified party, in its sole discretionform and substance reasonably satisfactory to the indemnified party, deem properfrom all liability on claims that are the subject matter of such claim or proceeding, at the sole cost (ii) does not include any statement as to an admission of fault, culpability or failure Confidential Information indicated by [***] has been omitted from this filing and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection filed separately with the defense, negotiation Securities Exchange Commission. to act by or settlement on behalf of any such legal proceeding, claim indemnified party and (iii) does not impose any continuing material obligation or demandrestrictions on any indemnified party.

Procedures. If Each indemnitor under this Article 4 shall reimburse each indemnitee for any proceedings are instituted legal fees and costs, including reasonable attorneys' fees and other litigation expenses, reasonably incurred by such indemnitee in connection with investigating or any claim or demand defending against claims with respect to which indemnity is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying partyprovided hereunder; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party an indemnitor shall not be liable required to indemnify an indemnitee for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party any payment made by such indemnitee to any claimant in settlement of claims unless such exercise by a counsel employed settlement has been previously approved by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (indemnitor, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed) of the indemnified party unless such settlement requires no more than a monetary payment . If claims are asserted or threatened, or if any action or suit is commenced or threatened with respect thereto, for which indemnity may be sought against an indemnitor hereunder, the indemnified party is fully indemnified or involves other matters not binding upon indemnitee shall notify the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond indemnitor in writing within ten (10) days after the giving indemnitee shall have had actual knowledge of the Noticethreat, then assertion or commencement of the indemnified party claims, which notice shall specify in reasonable detail the matter for which indemnity may retain be sought. The indemnitor shall have the right, upon notice to the indemnitee given within thirty (30) days following its receipt of the indemnitee's notice (or shorter period if such notice specifies such shorter period and provides reasonable reason therefore), to take primary responsibility for the prosecution, defense or settlement of such matter, including the employment of counsel chosen by the indemnitor with the approval of the indemnitee, which approval shall not be unreasonably withheld or delayed, and conduct payment of expenses in connection therewith. The indemnitee shall provide, without cost to the indemnitor, all relevant records and information reasonably required by the indemnitor for such prosecution, defense thereof as it mayor settlement and shall cooperate with the indemnitor to the fullest extent possible. The indemnitee shall have the right to employ its own counsel in any such matter with respect to which the indemnitor has elected to take primary responsibility for prosecution, in its sole discretiondefense or settlement, deem proper, at but the sole cost fees and expenses of such counsel shall be the expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandindemnitee.

Procedures. Seller's Indemnified Persons shall give Buyer prompt written notice of any written claim, demand, assessment, action, suit or proceeding to which the indemnity set forth in this Section 13 applies. If any proceedings are instituted or any the document evidencing such claim or demand is asserted by any person not a party to this Agreement in respect court pleading, Seller's Indemnified Persons shall give such notice, including a copy of which any such pleading, within fifteen (15) days of receipt of such pleading, otherwise, Seller's Indemnified Persons shall give such notice within thirty (30) days of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause date any such Person receives written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party claim. Failure to give prompt Notice timely notice of a matter that may give rise to an indemnification claim shall not relieve affect the indemnifying party rights of its obligations hereunder unlessSeller's Indemnified Persons to collect such Loss from Buyer so long as such failure to so notify does not materially adversely affect Buyer's ability to defend such Loss against a third party, and then only to the extent thatof such adverse affect. If Seller's Indemnified Persons request for indemnification arises from the claim of a third party, Buyer may elect to assume control of the defense of any such failure caused claim, and any litigation resulting from such claim, by notice to Seller. Failure by Buyer to so notify Seller's Indemnified Persons of its election to defend a complaint by a third party within five (5) days after notice thereof shall be deemed an election by Buyer not to respond to such complaint and a waiver by Buyer of any right to respond to such complaint, and within twenty (20) days after notice thereof shall be deemed an election by Buyer not to assume control of the damages for which defense of such claim or action and a waiver by Buyer of any right to defend such claim or action. If Buyer timely notifies Seller that Buyer elects to assume control of the indemnifying party is obligated to be greater than they would have been had defense of such claim or litigation resulting therefrom, Buyer shall take all reasonable steps necessary in the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party defense or settlement of such claim or litigation resulting therefrom and Buyer shall have the right, at its option and expensehold Seller's Indemnified Persons, to defend againstthe extent provided in this Section 13, negotiate, harmless from and against all Losses arising out of or settle resulting from any settlement approved by Buyer or any judgment in connection with such claim or litigation. Notwithstanding Buyer's assumption of the defense of such third-party claim or demand, and if Seller shall have the indemnifying party exercises that option, right to participate in the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party defense of such exercise by a counsel employed by third-party claim or demand at its own expense. Buyer shall not, in the indemnified party. An indemnifying party may not settle any defense of such claim or demand without litigation, consent to entry of any judgment against Seller or enter into any settlement involving Seller, which either (a) grants the plaintiff or claimant any form of relief other than monetary damages that will be satisfied by Buyer, or (b) fails to include a provision whereby the plaintiff or claimant releases Seller from all liability with respect thereto, except with the written consent (of Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayed) conditioned. Seller's Indemnified Persons shall furnish Buyer in reasonable detail all information Seller's Indemnified Persons may have with respect to any such third-party claim and shall make available to Buyer and its representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist Buyer in the defense of such third-party claim. If Buyer does not assume control of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement defense of any such third-party claim or demand effected without its prior written consent litigation resulting therefrom, Seller's Indemnified Persons may defend against such claim or litigation in such manner as it may reasonably deem appropriate, and Buyer shall indemnify Seller's Indemnified Persons from any Loss indemnifiable under Section 13.01 incurred in connection therewith. Notwithstanding anything to the contrary in the foregoing, if (which consent y) defendants in any action include any of Seller's Indemnified Persons and any of Buyer's Indemnified Persons (as defined in Section 14.01 of this Agreement), and if Seller's Indemnified Persons shall have been advised by counsel that there may be material legal defenses available to such Seller's Indemnified Persons but not be unreasonably withheldavailable to Buyer's Indemnified Persons, conditioned or delayed). In (z) if a conflict of interest exists between any of Seller's Indemnified Persons and Buyer's Indemnified Persons with respect to such claim or the defense thereof, then in either case, Seller's Indemnified Persons shall have the right to employ their own counsel in such action, and in such case (or in the event that Buyer does not timely assume the indemnifying party defense of such matter as provided above), the reasonable fees and expenses of Seller's Indemnified Persons counsel shall fail be borne by Buyer and shall be paid by Buyer from time to respond time within ten twenty (1020) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense receipt of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandappropriate invoices therefor.

Procedures. If Promptly after receipt by an indemnified party hereunder of notice of the commencement of any proceedings are instituted or any action, such indemnified party shall, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made to against the indemnifying party; providedparty hereunder, howevernotify the indemnifying party in writing thereof, that but the failure of omission so to notify the indemnified indemnifying party to give prompt Notice shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the right, at its option and expensebe entitled to participate in and, to defend againstthe extent it shall wish, negotiateto assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, or settle any such claim or demandand, and if after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a more than one law firm per jurisdiction as counsel employed by for the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent The indemnity agreement contained in this Section 9 shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any apply to amounts paid in settlement of any such claim loss, claim, damage, liability or demand action if such settlement is effected without its prior written the consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If Purchaser seeks indemnification under this Article VIII, it shall give notice (“Claim Notice”) to Seller of the basis of the claim (the “Claim”) (i) within a reasonable time after discovery of the facts and (ii) in any proceedings are instituted event, within the time periods set forth in Section 8.1, provided that the failure to give such notice shall not relieve Seller of any liability hereunder except to the extent that Seller is materially adversely prejudiced by such failure. Seller shall give notice to Purchaser within fifteen (15) business days after receipt of the notice requested by this Section 8.3 advising whether it (i) acknowledges its obligation to indemnify Purchaser or any claim (ii) disputes its obligation to indemnify Purchaser. If Seller acknowledges its indemnification obligation with respect to the Claim, and such Claim is based upon an asserted liability or demand obligation to a person or entity that is asserted by any person not a party to this Agreement (a “Third Party Claim”), Purchaser may, in respect of which any of its sole discretion, control and conduct the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion defense of any such claim or demand Third Party Claim, including settlement, and take reasonable steps to be made defend such Third Party Claim. Notwithstanding the foregoing, Purchaser shall not agree to the indemnifying party; provided, however, that the failure settlement or compromise of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages any Third Party Claim for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand money Damages without the written Seller’s consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed) of to the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement amount of any such claim settlement or demand compromise. If such Claim is not a Third Party Claim, Purchaser shall be entitled to immediate satisfaction of such Claim. If Purchaser does not notify Seller within fifteen (15) business days following receipt of a Claim Notice that it elects to undertake the defense of the Third Party Claim described therein, Seller shall have the right to control and conduct the defense of such Claim, and take reasonable steps to defend such Third Party Claim, on behalf of and for the account of Seller, provided that no settlement or compromise may be effected without its prior written the consent of Purchaser (which consent shall not be unreasonably withheld, conditioned withheld or delayed). In If Seller does not notify Purchaser within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that it disputes such Claim, such Claim shall be deemed a liability of Seller and Seller shall pay the event that the indemnifying party shall fail to respond within ten (10) days after the giving amount of the NoticeClaim on demand by Purchaser, then or in the indemnified party may retain counsel and conduct case of any notice in which the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense amount of the indemnifying partyClaim is estimated, on such later date when the amount of the Claim is finally determined. The parties agree If Seller disputes the Claim in a timely manner as set forth herein, Seller and Purchaser shall proceed in good faith to cooperate fully with each negotiate a resolution of the dispute, or, if necessary, to final judgment or order of a court of equity of competent jurisdiction determining the amount of the Damages or by any other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandmeans elected by Purchaser.

Procedures. If Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any proceedings are instituted or action (including any governmental action), such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying partyparty a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to give prompt Notice shall not relieve deliver written notice to the indemnifying party will not relieve it of its obligations hereunder unless, and only any liability that it may have EXECUTION COPY to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the any indemnified party given otherwise than under this Section 2.7. No indemnifying party, in the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement defense of any such claim or demand litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without its prior written the consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If Promptly after receipt by an indemnified party under this Section 1.8 of notice of the commencement of any proceedings are instituted or action (including any governmental action), such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against any indemnifying party under this Section 1.8, deliver to the indemnifying partyparty a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.8, but the omission so to give prompt Notice shall not relieve deliver written notice to the indemnifying party will not relieve it of its obligations hereunder unless, and only any liability that it may have to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the any indemnified party given otherwise than under this Section 1.8. No indemnifying party, in the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement defense of any such claim or demand litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 1.8 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without its prior written the consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If Promptly after receipt by an indemnified party under this Section 5 of notice of the threat or commencement of any proceedings are instituted or any action, such indemnified party will, if a claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause written notice (the "Notice") of the assertion of any such claim or demand thereof is to be made against an indemnifying party under this Section 5 promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 5 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the failure of defendants in any such action include both the indemnified party, and the indemnifying party and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to give prompt Notice shall not relieve the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of its obligations hereunder unless, and only any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the extent thatindemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such failure caused legal defenses and to otherwise participate in the damages for which defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party is obligated to be greater than they would have been had such indemnified party of its election to assume the defense of such action and approval by the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof counsel, the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the rightassumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, at its option and expensehowever, to defend against, negotiate, or settle any such claim or demand, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses incurred after of counsel shall be at the date expense of the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An The indemnifying party shall not be liable for any settlement of any such claim or demand effected action without its prior written consent (which consent. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld, conditioned or delayed). In the event that the No indemnifying party shall fail to respond within ten (10) days after shall, without the giving prior written consent of the Noticeindemnified party, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such legal indemnified party unless such settlement provides for the unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, claim or demand.

Procedures. If any proceedings are instituted or any claim or demand is asserted Except as otherwise provided in Article 8, the following provisions shall apply to claims for Damages arising from claims by a third party (each a "Claim"). Promptly after receipt by any person not Person entitled to indemnification under this Article 11 of notice of the commencement of a party to Claim in respect of which such Person will seek indemnification hereunder, such Person shall notify in writing the Person(s) from whom indemnification hereunder is sought, which notice shall specify the nature of such Claim, the amount of Damages sought in such Claim, if known, and the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. Failure to so notify the indemnifying party shall not relieve it from any of liability that it may have under this Article 11 except to the Purchaser Parties or extent that the Seller Parties may seek indemnification pursuant indemnifying party's ability to this Section 10, defend such Claim is materially prejudiced by the failure to give such notice. If the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party shall promptly cause written notice (the "Notice") of the assertion of hereunder against any such claim or demand to be made to the indemnifying party; provided, however, Damages that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinmay result from a Claim, the indemnifying party shall have the absolute right, at in its option sole discretion and expense, to defend againstelect to defend, negotiate, contest or settle otherwise protect against any such claim or demand, and if Claim with legal counsel of its own selection so long as the indemnifying party exercises gives notice of its intention to so defend, contest or otherwise protect against such Claim within five days of its receipt of notice from the indemnified party regarding such Claim; provided that optionnothing herein shall entitle the indemnifying party to control the defense or settlement of any Claim to the extent the Claim if successful could materially interfere with the business, operations, assets, conditions or prospects of the indemnified party. The indemnified party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. The indemnified party shall, and shall cause its Affiliates (and their respective directors, officers, agents and employees), to at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, or otherwise render reasonable assistance to, the indemnifying party shall not be liable in its defense of any action for which indemnity is sought under this Article 11. In the fees and expenses incurred after the date event the indemnifying party notifies fails to timely defend, contest or otherwise protect against any Claim, the indemnified party of such exercise by a counsel employed by shall have the indemnified right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same at the indemnifying party's expense. An The indemnifying party may not settle any such claim or demand not, without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settle or compromise any Claim if the settlement requires no more than a monetary payment for which or compromise imposes equitable remedies or material obligations on the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable than financial obligations for any settlement of any which such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandwill be indemnified hereunder.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such failure. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 7.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, to join in or settle any assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such claim or demandindemnifying party. If assumed, and if counsel reasonably satisfactory to the indemnified party shall be selected, and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm at the same time (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any such claim or demand proceeding effected without its prior written consent, but, if settled with such consent (which consent shall not be unreasonably withheldor if there is a final judgment for the plaintiff, conditioned or delayed). In the event that the indemnifying party shall fail agrees to respond within ten (10) days after the giving of the Notice, then indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may retain counsel and conduct the defense thereof as it maybe, (i) includes an unconditional written release of such indemnified party, in its sole discretionform and substance reasonably satisfactory to the indemnified party, deem properfrom all liability on claims that are the subject matter of such claim or proceeding, at the sole cost and expense (ii) does not include any statement as to an admission of the indemnifying party. The parties agree fault, culpability or failure to cooperate fully with each other in connection with the defense, negotiation act by or settlement on behalf of any such legal proceeding, claim indemnified party and (iii) does not impose any continuing material obligation or demandrestrictions on any indemnified party.

Procedures. If any proceedings are instituted claim, demand, action or proceeding (including any claim or demand is asserted investigation by any person not a Governmental Authority) shall be brought or alleged against an indemnified party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification indemnity is to be sought against an indemnifying party pursuant to this Section 107.1 or Section 7.2, the indemnified party shall shall, promptly cause written after receipt of notice (the "Notice") of the assertion commencement of any such claim claim, demand, action or demand to be made to proceeding, notify the indemnifying partyparty in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, however, that the failure of the indemnified omission to so notify such indemnifying party to give prompt Notice shall will not relieve the indemnifying party of its obligations hereunder from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had actually prejudiced by such omission. In the event that any such action is brought against an indemnified party given and it notifies the indemnifying party prompt Notice hereunder. Except as otherwise provided hereinof the commencement thereof in accordance with this Section 7.3, the indemnifying party shall have the rightwill be entitled, at its option the indemnifying party’s sole cost and expense, to defend againstparticipate therein and, negotiateto the extent that it may wish, or settle any to assume the defense thereof, with counsel reasonably satisfactory to such claim or demandindemnified party, and if and, after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the reasonable advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment one separate law firm (in addition to local counsel where necessary) for which the all such indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyparties. An The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or demand effected without its prior written consent proceeding, (which consent shall ii) does not be unreasonably withheldinclude any statement as to an admission of fault, conditioned culpability or delayed). In the event that the indemnifying party shall fail failure to respond within ten (10) days after the giving act by or on behalf of the Notice, then the any indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying (iii) does not impose any continuing material obligation or restrictions on any indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If Any party that proposes to assert the right to be indemnified under this Section 8 shall, promptly after receipt of notice of commencement of any proceedings are instituted action, suit or any claim or demand is asserted by any person not a proceeding against such party to this Agreement in respect of which any a claim is to be made against an indemnifying party or parties under this Section 8, notify each such indemnifying party of the Purchaser Parties commencement of such action, suit or proceeding, but the Seller Parties may seek indemnification pursuant omission so to this Section 10, the indemnified notify such indemnifying party shall promptly cause written notice (the "Notice") of the assertion of any such claim action, suit or demand to be made to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice proceeding shall not relieve it from any liability that it may have to any indemnified party otherwise than under this Section. In the event any such action, suit or proceeding is brought against any indemnified party and such indemnified party notifies the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided hereincommencement thereof, the indemnifying party shall have the rightbe entitled to participate in, at its option and expenseand, to defend againstthe extent that it shall wish, negotiatejointly with any other indemnifying party similarly notified, or settle any to assume the defense thereof, with counsel satisfactory to such claim or demandindemnified party, and if after notice from the indemnifying party exercises that optionto such indemnified party of its election so to assume the defense thereof and the approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses incurred after of such counsel shall be at the date expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying party notifies parties, (ii) the indemnified party shall have reasonably concluded that, because of the existence of different or additional defenses available to the indemnified party or of other reasons, there may be a conflict of interest between the indemnifying parties and the indemnified party in the conduct of the defense of such exercise by a counsel employed by action (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party. An ) or (iii) the indemnifying party may parties shall not settle any have employed counsel to assume the defense of such claim or demand without action within a reasonable time after notice of the written consent (commencement thereof, in each of which consent cases the fees and expenses of counsel shall be at the expense of the indemnifying parties, provided that the Company shall not be unreasonably withheld, conditioned or delayed) required to pay the fees and expenses of the indemnified party unless such settlement requires no more than a monetary payment for which one additional law firm representing the indemnified party is fully indemnified or involves other matters not binding upon the indemnified partyUnderwriters. An indemnifying party shall not be liable for any settlement of any such claim action, suit, proceeding or demand claims effected without its prior written consent (which consent consent, and no settlement shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving made without including a full and complete release of the Notice, then the indemnified party may retain counsel parties in form and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying content reasonably satisfactory to such indemnified party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. If (a) In the event that any legal proceedings are shall be instituted or that any claim or demand is (“Claim”) shall be asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties payment may seek indemnification pursuant to this be sought under Section 101.1 hereof, the indemnified party Xxxxxxx shall reasonably and promptly cause written notice (the "Notice") of the assertion of any such claim or demand Claim of which it has knowledge which is covered by this indemnity to be made forwarded to the indemnifying party; provided, however, that the failure of the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunderJTBOF. Except as otherwise provided herein, the indemnifying party JTBOF shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to Xxxxxxx, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder. If JTBOF elects to defend against, negotiate, settle or otherwise deal with any such claim Claim which relates to any Losses indemnified against hereunder, it shall within ten (10) days (or demandsooner, and if the indemnifying party exercises that option, the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified party. An indemnifying party may not settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) nature of the Claim so requires) notify Xxxxxxx of its intent to do so. If JTBOF elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified party unless against hereunder, fails to notify Xxxxxxx of its election as herein provided or contests its obligation to indemnify Xxxxxxx for such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified Losses under this Agreement, Xxxxxxx may defend against, negotiate, settle or involves other matters not binding upon the indemnified partyotherwise deal with such Claim. An indemnifying party JTBOF shall not be liable for any settlement of any such claim or demand Claim effected without its prior written consent (which consent, provided, however, that such consent shall not unreasonably be unreasonably withheld, conditioned delayed, or delayed)conditioned. In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the NoticeIf Xxxxxxx defends any Claim, then JTBOF shall reimburse Xxxxxxx for the indemnified party may retain counsel and conduct actual expenses of defending such Claim upon submission of periodic bills. If JTBOF shall assume the defense thereof as it mayof any Claim, Xxxxxxx may participate, at its own expense, in its sole discretionthe defense of such Claim; provided, deem properhowever, that Xxxxxxx shall be entitled to participate in any such defense with separate counsel at the sole cost and expense of JTBOF, if, (i) so requested by JTBOF to participate or (ii) in the indemnifying partyreasonable opinion of counsel to Xxxxxxx, a conflict or potential conflict exists between Xxxxxxx and JTBOF that would make such separate representation advisable. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandClaim.

Procedures. If Promptly after receipt by a Party of notice of any proceedings are instituted Third Party claim, demand, suit or any claim or demand is asserted by any person not proceeding which could give rise to a party right to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 109.1, such Party (the indemnified party “Indemnified Party”) shall promptly cause give the other Party (the “Indemnifying Party”) prompt written notice (describing the "Notice") of the assertion of any such claim or demand to be made to the indemnifying party; provided, however, that the in reasonable detail. The failure of the indemnified party an Indemnified Party to give prompt Notice notice in the manner provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations hereunder unlessunder this Section, and only except to the extent that, that such failure caused to give notice materially prejudices the damages for which the indemnifying party is obligated Indemnifying Party’s ability to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunderdefend such claim. Except as otherwise provided herein, the indemnifying party The Indemnifying Party shall have the right, at its option and expenseoption, to defend againstcompromise or defend, negotiateat its own expense and by its own counsel, or settle any such claim matter involving the asserted liability of the Party seeking such indemnification. If the Indemnifying Party shall undertake to compromise or demanddefend any such asserted liability, it shall promptly (and in any event not more than ten (10) days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and if the indemnifying party exercises that option, Indemnified Party agrees to cooperate fully with the indemnifying party shall not be liable for Indemnifying Party and its counsel in the fees compromise or defense against any such asserted liability. All reasonable costs and expenses incurred after the date the indemnifying party notifies the indemnified party of in connection with such exercise by a counsel employed cooperation shall be borne by the indemnified partyIndemnifying Party. An indemnifying party If the Indemnifying Party elects not to compromise or defend the asserted liability or fails to notify the Indemnified Party of its election to compromise or defend as herein provided, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party hereunder. Notwithstanding the foregoing, neither Party may not (a) settle or compromise any such claim or demand without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the indemnified party other Party, unless such settlement requires no more than or compromise provides solely for a monetary payment for which the indemnified party other Party is fully indemnified indemnified, or involves (b) make any admission or take any action that is prejudicial to the defense or settlement of such claim, without the other matters Party’s prior written consent. In any event, the Indemnified Party and the Indemnifying Party may participate, at their own expense, in the defense of such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 9.2, (a) the Party conducting the defense of a claim shall (i) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other Party is not binding upon participating jointly in the indemnified party. An indemnifying party defense of such claim), and (ii) conduct the defense of such claim in a prudent manner, and (b) the Indemnifying Party shall not be liable for any settlement cease to defend, settle or otherwise dispose of any such claim or demand effected (except as provided above) without its the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party shall fail to respond within ten (10) days after the giving of the Notice, then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandIndemnified Party.

Procedures. Purchaser's Indemnified Persons shall give Seller prompt notice of any written claim, demand, assessment, action, suit or proceeding to which the indemnity set forth in this Section 13 applies. If any proceedings are instituted or any the document evidencing such claim or demand is asserted by any person not a party to this Agreement in respect court pleading, Purchaser shall give such notice, including a copy of which any such pleading, within five days of receipt of such pleading, otherwise, Purchaser shall give such notice within 30 days of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party shall promptly cause date it receives written notice (of such claim. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the "Notice") rights of Purchaser's Indemnified Persons to collect such Loss from Seller so long as such failure to so notify does not materially adversely affect Seller's ability to defend such Loss against a third party. If Purchaser's Indemnified Persons request for indemnification arises from the claim of a third party, Seller may, at their option, assume control of the assertion defense of any such claim, or any litigation resulting from such claim. Failure by Seller to notify Purchaser's Indemnified Persons of its election to defend a complaint by a third party within 10 days shall be a waiver by Seller of their right to respond to such complaint and within 30 days after notice thereof shall be a waiver by Seller of their right to assume control of the defense of such claim or demand to be made to the indemnifying party; provided, however, that the failure action. If Seller assumes control of the indemnified party to give prompt Notice defense of such claim or litigation resulting therefrom, Seller shall not relieve take all reasonable steps necessary in the indemnifying party defense or settlement of its obligations hereunder unlesssuch claim or litigation resulting therefrom and Seller shall hold Purchaser's Indemnified Persons, and only to the extent thatprovided in this Section 13, harmless from and against all Losses arising out of or resulting from any settlement approved by Seller or any judgment in connection with such failure caused claim or litigation. Notwithstanding Seller's assumption of the damages for which the indemnifying defense of such third-party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right, at its option and expense, to defend against, negotiate, or settle any such claim or demand, and if Purchaser's Indemnified Persons shall have the indemnifying party exercises that option, right to participate in the indemnifying party shall not be liable for the fees and expenses incurred after the date the indemnifying party notifies the indemnified party defense of such exercise by a counsel employed by third-party claim or demand at their own expense. Seller shall not, in the indemnified party. An indemnifying party may not settle any defense of such claim or demand without the litigation, consent to entry of any judgment against any of Purchaser's Indemnified Persons or enter into any settlement, involving any of Purchaser's Indemnified Persons, except in either case with written consent (of Purchaser's Indemnified Persons, which consent shall not be unreasonably withheld, conditioned or delayed) . Purchaser's Indemnified Persons shall furnish Seller in reasonable detail all information Purchaser's Indemnified Persons may have with respect to any such third-party claim and shall make available to Seller and their representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist Seller in the defense of such third-party claim. If Seller does not assume control of the indemnified defense of any such third-party unless claim or litigation resulting therefrom, Purchaser's Indemnified Persons may defend against such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified claim or involves other matters not binding upon the indemnified partylitigation in such manner as it may reasonably deem appropriate, and Seller shall indemnify Purchaser's Indemnified Persons from any Loss indemnifiable under Section 13.01 incurred in connection therewith. An indemnifying party Seller shall not be liable obligated to Purchaser's Indemnified Persons for any settlement or consent to a stay of judgment made by any Purchaser's Indemnified Person if such claim settlement or demand effected consent is entered into without its the prior written consent (of Seller which consent shall not be unreasonably withheld, conditioned withheld or delayed). In If Purchaser's Indemnified Persons should have a claim against Seller that does not involve a third party claim, the event Purchaser's Indemnified Persons shall deliver a notice of such claim to Seller. If Seller notifies the Purchaser's Indemnified Persons that it does not dispute the indemnifying party claim described in such notice or fails to notify the Purchaser's Indemnified Persons within 30 days after delivery of such notice by the Purchaser's Indemnified Persons whether Seller disputes the claim described in such notice, the Loss in the amount specified in the Purchaser's Indemnified Persons' notice will be conclusively deemed a liability of Seller and Seller shall fail pay the amount of such Loss to respond the Purchaser's Indemnified Persons on demand. If Seller have timely disputed their liability with respect to such claim, a senior executive of each of Seller and the Purchaser's Indemnified Persons with full negotiating authority will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such executives within ten (10) 60 days after the giving delivery of the NoticePurchaser's Indemnified Persons' notice of such claim, then the indemnified party may retain counsel such dispute shall be resolved fully and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense finally by a court of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demandcompetent jurisdiction.