Common use of Procedures Clause in Contracts

Procedures. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If (a) In case any claim is made, or any suit or action is commenced, against a Party (the “Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party ClaimParty”) against such Indemnified Party with in respect to of which the Indemnifying Party is obligated to provide indemnification may be sought by it under this AgreementArticle XVIII, the Indemnified Party shall promptly give the other Party (the “Indemnifying Party”) notice thereof and the Indemnifying Party reasonably prompt shall have the right to assume control of and defend, in the name of the Indemnified Party, any claim of which it has received such notice, by giving written notice thereof, but in any event to the Indemnified Party given not later than twenty (20) Business Days days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, delivery of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written applicable notice to from the Indemnified Party, to assume the defense of any Third Party Claim assume, at the Indemnifying Party’s expense and by expense, the Indemnifying defense thereof, with counsel reasonably satisfactory to such Indemnified Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if . After notice from the Indemnifying Party is Sellerto such Indemnified Party of its election so to assume the defense thereof, such the Indemnifying Party shall not have the right be liable to defend such Indemnified Party under this Section 18.3 for any attorneys’ fees or direct other expenses subsequently incurred by such Indemnified Party in connection with the defense of any such Third Party Claim that thereof, except to the extent set forth in Section 18.3(b). (xb) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with employ its own counsel selected by it subject to if the Indemnifying Party’s right Party elects to control assume such defense, but the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of the Indemnified Party’s expense, provided, that if unless (i) the employment of such counsel at the Indemnifying Party’s expense has been authorized in writing by the reasonable opinion of counsel to the Indemnified Indemnifying Party, (Aii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there are legal may be defenses available to an Indemnified Party that it which are different from or additional to those available to the Indemnifying Party; or Party (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, in which case the Indemnifying Party shall be liable for not have the reasonable right to direct the defense of such action on behalf of the Indemnified Party), in any of which events the attorneys’ fees and expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party. (c) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in each jurisdiction respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages for which the Indemnified Party determines counsel is required. If will be released and fully indemnified hereunder, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may not settle or compromise any such claim, suit or action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld and the Indemnifying party will have no obligation to pay the monetary amount of any such settlement or compromise entered into by the Indemnified Party elects not to compromise or defend such Third without the Indemnifying Party’s prior written consent. (d) The Indemnifying Party Claim, fails to shall promptly notify the Indemnified Party in writing of its election if the Indemnifying Party desires not to defend as provided in this Agreementassume, or fails to diligently prosecute participate in the defense of such Third Party Claimof, the Indemnified Party mayany third party claim, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from suit or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimaction.

Procedures. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a Each party entitled to indemnification under this Agreement or (each, an Affiliate of a "Indemnified Party") shall give notice to the party required to this Agreement or a Representative of provide indemnification (the foregoing (a “Third Party Claim”"Indemnifying Party") against promptly after such Indemnified Party with respect has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at such Claim; provided that counsel for the Indemnifying Party’s expense and , who shall conduct the defense of such Claim, shall be approved by the Indemnifying Party’s own counselIndemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party shall cooperate in good faith may participate in such defense; provided, that if defense at such party's expense (unless the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall reasonably concluded that there may be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedin such action, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in each jurisdiction for which the respect to such Claim. Each Indemnified Party determines counsel is required. If shall furnish such information regarding itself or the Claim in question as an Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party may reasonably request in writing of its election to defend and as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects be reasonably required in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim investigation and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If any Indemnified Party receives notice The parties hereto agree promptly to notify the other party of the making of any demand, the assertion of any claim, or the commencement of any Action made suit, action or brought proceeding by any Person who is not a third party to for which indemnity may be sought under this Agreement (an "Indemnity Obligation") prior to expending or an Affiliate of a party committing to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to expend funds for which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claimindemnity may be sought. The failure to give such prompt written notice shall not, however, relieve party from whom indemnification is sought (the "Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party ") shall have the right to participate inright, or by giving written notice to but not the Indemnified Partyobligation, to assume the defense or settlement of any Third Party Claim at Indemnity Obligation of which the Indemnifying party seeking indemnification (the "Indemnified Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense") gives notice; provided, however, that if the Indemnifying Party is Sellerdoes not elect to assume such defense or settlement, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, but not the obligation, to assume such defense or settlement but shall not thereby waive any right to indemnity therefor by the Indemnifying Party pursuant to this Agreement, and the Indemnifying Party shall at all times have the right, at its option and expense, to participate fully therein. Each party shall have reasonable access to the books, records and personnel in the possession or control of the other party which are pertinent to the defense or settlement of any Indemnity Obligation. The parties shall cooperate in the defense or settlement of any Third Party Claim Indemnity Obligation, but the party electing to assume such defense or settlement shall have full authority to determine all action to be taken with counsel selected by it subject to respect thereto and the Indemnifying Party’s right to control terms of the defense thereof. The fees and disbursements of such counsel shall be at settlement; provided, however, that without the expense consent of the Indemnified Party, provided, no settlement shall be entered into that if in does not include as an unconditional term thereof the reasonable opinion giving by the Person asserting such claims of counsel to an unconditional release of the Indemnified Party, (A) there are legal defenses available Party from all personal liability with respect to an such claim. The Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between may join the Indemnifying Party and the Indemnified Party that cannot be waivedin any suit, the Indemnifying Party shall be liable action or proceeding to which any such right of indemnity created by this Agreement would or might apply, for the reasonable fees and expenses purpose of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend enforcing any such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimright.

Procedures. If any The party seeking indemnification under Section 10.02 (the “Indemnified Party receives Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any Action made suit, action or brought proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such Indemnified Party with respect to which defense, in each case at its expense. b. If the Indemnifying Party is obligated to provide indemnification under shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this AgreementSection 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall give the Indemnifying Party reasonably prompt written notice thereofnot be unreasonably withheld, but in delayed or conditioned) before entering into any event not later than twenty (20) Business Days after receipt of such notice settlement of such Third Party Claim. The failure , but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to give such prompt written notice shall notThird Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe be entitled to participate in the defense of such Third Party Claim in reasonable detail, and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained paid by the Indemnified Party. The Indemnifying Party shall have the right no indemnification obligations with respect to participate in, or any Third Party Claim that shall be settled by giving written notice to the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to assume cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim at the Indemnifying conducted by such Indemnified Party’s expense and by the Indemnifying Party’s own counsel, and the . d. Each Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right use reasonable efforts to defend or direct the defense of collect any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authorityamounts available under insurance coverage, or (y) seeks an injunction or from any other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party ClaimPerson alleged to be responsible, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party ClaimDamages payable under Section 10.02.

Procedures. If any (a) In order for a Purchaser Indemnified Party receives or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any third Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to the Seller or the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice of the assertion Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or commencement method of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative computation of the foregoing amount of such claim (a “Third Party Claim”if known) against and such Indemnified Party other information with respect to which thereto as the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party may reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claimrequest. The failure to give provide such prompt written notice shall notnotice, however, relieve shall not release the Indemnifying Party from any of its indemnification obligationsobligations under this Article XI, except and only to the extent that the Indemnifying Party forfeits rights or defenses is actually prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The . (b) An Indemnifying Party shall have the right to participate inright, or by giving upon written notice to the Indemnified PartyParty within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense of any Third Party Claim thereof at the expense of the Indemnifying Party’s expense and Party with counsel selected by the Indemnifying Party’s own counsel, Party and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right reasonably satisfactory to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that If the Indemnifying Party assumes the defense of any Third such Third-Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel and to participate in the defense of any Third Party Claim with counsel selected by it subject to thereof, but the Indemnifying Party’s right to control the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of the Indemnified Party, ; provided, that if that, if, in the reasonable opinion of counsel to for the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists is a conflict of interest between the Indemnifying Indemnified Party and the Indemnified Party that cannot be waivedIndemnifying Party, the Indemnifying Party shall be liable responsible for the reasonable fees and expenses of one counsel to the such Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is requiredconnection with such defense. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute assumes the defense of such Third any Third-Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall reasonably cooperate with each other the Indemnifying Party in all reasonable respects such defense and make available to the Indemnifying Party such witnesses, pertinent records, materials and information in connection with the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Third-Party Claim, including making available the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge of such Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases the Indemnified Party completely in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such Third Party Claim matters, furnishing employees to assist in the investigation, defense and furnishingresolution of such matters and providing legal and business assistance with respect to such matters, without expense (other than reimbursement of actual out-of-pocket expenses) in each case, to the defending party, management employees of extent reasonably required by the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party ClaimIndemnifying Party.

Procedures. If any (a) Any Person that may be entitled to be indemnified under this Article IX (the “Indemnified Party”) shall promptly notify the Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party receives notice in respect of the assertion or commencement of any Action made or brought by any Person who is not a party which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or an Affiliate of possible claim by a third party to this Agreement against the Indemnified Party, such claim or possible claim by a Representative of the foregoing (third party being a “Third Third-Party Claim”) against such Indemnified Party ), describing in reasonable detail the facts and circumstances with respect to which the subject matter of such claim or demand and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing the basis for such claim; provided that the failure to provide such notice shall not release the Indemnifying Party is obligated to provide indemnification from any of its obligations under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligationsArticle IX, except and only to the extent that the Indemnifying Party forfeits rights suffers actual loss or defenses by reason prejudice as a result of such failure. Such notice failure or delay. (b) The Indemnifying Party shall respond promptly to any claim for indemnification by the Indemnified Party, and, in the event of any dispute in respect of a claim for indemnification, the Indemnifying Party and the Indemnified Party shall describe negotiate in good faith to resolve such dispute for at least twenty (20) business days after notice of such claim and, if not resolved through negotiations, either the Third Indemnifying Party or the Indemnified Party may exercise any and all remedies set forth in this Agreement; provided that nothing herein shall preclude any Party from seeking performance or other equitable relief at any time. (c) Upon receipt of a notice of a Third-Party Claim in reasonable detailfor indemnity from an Indemnified Party pursuant to Section 9.2 or Section 9.3: (i) The Indemnifying Party will be entitled, shall include copies of all material written evidence thereof and shall indicate by notice to the estimated amount, if reasonably practicable, Indemnified Party delivered within twenty (20) business days of the Loss that has been or may be sustained by receipt of notice of such Third-Party Claim, to assume the defense and control of such Third-Party Claim (at the expense of such Indemnifying Party). Notwithstanding an election to assume the defense of such Third-Party Claim, the Indemnified Party. The Indemnifying Party shall have the right to employ one separate co-counsel and to participate inin the defense as counsel of record, or if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by giving written notice to outside counsel for the Indemnified Party, to assume between the Indemnified Party and the Indemnifying Party in connection with the defense of any Third the Third-Party Claim at Claim, that would make representation by the Indemnifying Party’s expense and same counsel or the counsel selected by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in inappropriate; (B) such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Third-Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the event preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes the defense of any Third a Third-Party Claim, subject no Indemnified Party will admit any Liability, or consent to Section 8.05(b)the entry of any judgment or enter into any settlement or compromise, it shall have the right with respect to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third a Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between for which the Indemnifying Party and may have any liability hereunder without the Indemnified prior written consent of the Indemnifying Party that can(such consent not to be waivedunreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the reasonable fees and expenses of counsel entitled to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with assume the defense of any Third Third-Party Claim, including making available records relating Claim if the Indemnified Party is the only Person with actual or potential liability with respect to such Third the Third-Party Claim and furnishing, without expense (other than reimbursement of actual outthe Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If any (a) The party seeking indemnification under Section 11.02 hereof (the “Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party ClaimParty”) against such Indemnified Party with respect agrees to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofto the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, but or the commencement of any suit, action or proceeding (each, an “Action”) in any event not later than twenty (20) Business Days after receipt respect of which indemnity may be sought under Section 11.02 hereof and will provide the Indemnifying Party such notice of such Third information with respect thereto that the Indemnifying Party Claimmay reasonably request. The parties hereby acknowledge and agree that the failure by any Indemnified Party to give such prompt written notice as provided herein shall not, however, not relieve the Indemnifying Party of its indemnification obligations, obligation under this Agreement except and only to the extent that (i) such failure results in a failure of actual notice to the Indemnifying Party forfeits rights or defenses by reason and (ii) such Indemnifying Party is prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. failure to give notice. (b) The Indemnifying Party shall have the right be entitled to participate inin the defense of, investigation of, or corrective action required to be undertaken in response to, any Action asserted by giving written notice a third party, including any Governmental Authority (a “Third Party Action”) and, subject to the Indemnified Partylimitations set forth in this Section 11.03 or in Section 11.04 hereof, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof. (c) If the Indemnifying Party shall assume the control and cost of the defense of any Third Party Claim at Action in accordance with the provisions of this Section 11.03 or of Section 11.04 hereof, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party’s expense , which shall not be unreasonably withheld, before entering into any settlement of such Third Party Action if the settlement does not provide for the unconditional written release of the Indemnified Party from any and by all liabilities and obligations with respect to such Third Party Action or if the Indemnifying Party’s own counsel, settlement imposes any form of relief other than monetary against the Indemnified Party and (ii) the Indemnified Party shall cooperate be entitled to participate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly Action and to employ separate legal counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party, subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof. In the event that the Indemnifying Indemnified Party assumes shall in good faith determine that the conduct of the defense of any Third Party Claim, claim subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal indemnification hereunder or make counterclaims pertaining to any proposed settlement of any such Third claim by the Indemnifying Party Claim in might be expected to affect adversely the name and on behalf ability of the Indemnifying Party to conduct its business, or that the Indemnified Party. The Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to participate take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim with counsel selected Action, including any counterclaims filed by it subject Seller, Parent or Buyer, and shall provide access to the Indemnifying Party’s right properties and individuals as reasonably requested and furnish or cause to control the defense thereofbe furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The fees and disbursements of such counsel This cooperation shall be at the provided without cost or expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (party other than reimbursement of actual out-of-pocket expensestravel or similar expenses subject to Section 11.02 hereof. (e) Each Indemnified Party shall use reasonable efforts to the defending partycollect any amounts available under insurance coverage, management employees of the non-defending party as may or from any other Person alleged to be reasonably necessary responsible, for the preparation of the defense of such Third Party Claimany Damages payable under Section 11.02 hereof.

Procedures. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Any Person who is not a party that may be entitled to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Agreement (an “Indemnified Party Party”) shall give the Indemnifying Party reasonably prompt written notice thereof, but in to the Person obligated to indemnify it (an “Indemnifying Party”) with reasonable promptness upon becoming aware of any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure claim or other facts upon which a claim for indemnification will or is reasonably likely to give such prompt written be based; the notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only set forth such information with respect thereto as is then reasonably available to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume undertake the defense of any Third such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provideddefense and make available all records, that if materials and witnesses reasonably requested by the Indemnifying Party is Sellerin connection therewith at the Indemnifying Party’s expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably satisfactory to the Indemnified Party, such the Indemnifying Party shall not have be liable to the right to defend or direct the defense of Indemnified Party for any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction legal or other equitable relief against expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim connection with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel Indemnifying Party shall not be at liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the expense written consent of the Indemnified Party prior to ceasing to defend, settling or otherwise disposing of any claim. In no event shall the indemnifying Party without notice to the other Party, providedinstitute, that if in the reasonable opinion of counsel to the Indemnified Partysettle or otherwise resolve any claim or potential claim, (A) there are legal defenses available to an Indemnified Party that are different from action or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimproceeding.

Procedures. If any (a) The party seeking indemnification under Section 12.02 (the “Indemnified Party receives Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any Action made suit, action or brought proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect and, subject to which the Indemnifying Party is obligated limitations set forth in this Section, shall be entitled to provide indemnification under this Agreement, control the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice defense of such Third Party Claim. The failure to give Claim and appoint lead counsel for such prompt written notice defense, in each case at its expense; provided that Limited Brands or its Affiliates shall notcontrol the defense of, howeverand appoint the lead counsel in connection with, relieve the Retained Litigation. (c) If the Indemnifying Party shall assume the control of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party’s expense and by Party shall obtain the Indemnifying Party’s own counsel, and prior written consent of the Indemnified Party (which shall cooperate in good faith in not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such defense; providedThird Party Claim, that if the Indemnifying settlement does not release the Indemnified Party is Seller, such Indemnifying Party shall not have the right from all liabilities and obligations with respect to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction the settlement imposes injunctive or other equitable relief against the Indemnified Party. In Party and (ii) the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right be entitled to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification to employ separate counsel of its choice for any such purpose. The fees and all Losses based uponexpenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, arising from or relating and cause their respective Affiliates to such Third Party Claim. Seller and Buyer shall cooperate with each other cooperate, in all reasonable respects in connection with the defense or prosecution of any Third Party Claim, including making available records relating to such Third Party Claim and furnishingshall furnish or cause to be furnished such records, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending partyinformation and testimony, management employees of the non-defending party and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably necessary requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the preparation Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the defense value of the benefit (or, if less, the amount of any such Third loss previously paid by the Indemnifying Party) to the Indemnified Party Claimof that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. If any Party (the “Indemnified Party Party”) receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to Claim for which the other Party has an obligation to indemnify (the “Indemnifying Party is obligated to provide indemnification under this AgreementParty”), the Indemnified Party shall shall, as promptly as is reasonably possible, give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The ; provided, however, that failure to give such prompt written notice promptly shall not, however, only relieve the Indemnifying Party of its any indemnification obligations, except and only obligation it may have hereunder to the extent that such failure diminishes the ability of the Indemnifying Party forfeits rights to respond to or defenses by reason of to defend against such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyClaim. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall consult and cooperate in good faith in such defense; provided, that if with each other regarding the Indemnifying Party is Seller, such Indemnifying Party shall not have the right response to defend or direct and the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that and the Indemnifying Party assumes the defense of any Third Party Claimshall, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party upon its acknowledgment in writing of its election obligation to defend as provided in this Agreementindemnify, or fails be entitled to diligently prosecute and shall assume the defense or represent the interests of the Indemnified Party (or any other applicable indemnified parties) in respect of such Third Party Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings on behalf of the Indemnified Party may(or any other applicable indemnified parties) and to propose, subject to Section 8.05(b)accept or reject offers of settlement, payall at its sole cost; provided, compromisehowever, defend that no such Third Party Claim and seek indemnification for settlement that requires any and all Losses based upon, arising from payment or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees action by or admits wrongdoing of the non-defending party as may Indemnified Party (or any other applicable indemnified parties) shall be reasonably necessary for made without the preparation prior written consent of the Indemnified Party, such consent not to be unreasonably withheld. Nothing herein shall prevent the Indemnified Party from retaining its own counsel and participating in its own defense of such Third Party Claimat its own cost and expense.

Procedures. If any (a) Any Person seeking indemnification under Section 6.2 (the "Indemnified Party receives Party") agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion or commencement of any Action made or brought by any Person who is claim that does not involve a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against , which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party with respect to which the Indemnifying Party is obligated to provide Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall give the promptly notify each Indemnifying Party reasonably prompt written notice thereof, but thereof in any event not later than twenty writing (20) Business Days after receipt including copies of such notice of all papers served with respect to such Third Party Claim. The ), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such prompt written notice shall not, however, not relieve the Indemnifying Party of any of its indemnification obligations, obligations under this Section 6 except and only to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party forfeits rights or defenses by reason may, and at the request of such failure. Such notice by the Indemnified Party shall describe shall, participate in and control the defense of the Third Party Claim in reasonable detail, shall include copies with counsel of all material written evidence thereof and shall indicate the estimated amount, if its choice reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right satisfactory to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense of any Third Party Claim with counsel selected by it subject to thereof, but the Indemnifying Party’s right to control the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, provided, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that if in the reasonable opinion of would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (A) there are legal defenses available to an if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that are different from or additional to those available to the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party; , which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or (B) there exists a conflict of interest between settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the other provisions of this Section 6.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party that cannot be waivedunder this Section 6.3 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be liable for required to bear the reasonable fees costs and expenses of counsel the Indemnified Party's defense pursuant to this Section 6.3 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party in each jurisdiction for which under this Section 6, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party determines counsel is required. If the amount of the Liability within ten business days of receipt by the Indemnifying Party elects not of a notice reasonably itemizing the amount of the Liability but only to compromise the extent actually paid or defend such suffered by the Indemnified Party. (g) In the event a Third Party ClaimClaim is brought in which the liability as between the Partnership and the Contributor is alleged to be joint (it being agreed that any Third Party Claim related to a Pre-Closing Contingent Liability shall be deemed joint) or in which the entitlement to indemnification under this Section 6 has not been determined, fails to promptly notify the Indemnified Party Partnership and the Contributor shall cooperate in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the joint defense of such Third Party ClaimClaim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the party which is expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that neither party shall settle or compromise any such joint defense matter without the consent of the other, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, provided, however, that in the absence of such agreement, the Indemnified Party maydefense costs shall be borne by the party incurring such costs; provided, subject further, that, if it is determined that one party was entitled to indemnification under this Section 8.05(b)6, pay, compromise, defend such Third Party Claim and seek the other party shall reimburse the party entitled to indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects of its costs incurred in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimdefense.

Procedures. If any Indemnified Party receives notice of The Adimab Indemnitees or Mersana Indemnitees, as the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of case may be, will (a) provide the foregoing (a “Third Party Claim”) against such Indemnified indemnifying Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right giving rise to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Partyindemnification obligation hereunder, (Ab) there are legal defenses available permit the indemnifying Party to an Indemnified Party that are different from or additional assume full responsibility to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party investigate, prepare for and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend against any such Third Party Claim, fails to promptly notify the Indemnified Party (c) provide reasonable assistance in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such claim at the indemnifying Party’s reasonable expense, and (d) not compromise or settling such Third Party Claim without the indemnifying Party’s advance written consent; provided, however, that no delay on the part of the indemnified Party in notifying the indemnifying Party shall relieve the indemnifying Party from any obligation hereunder unless (and then only to the extent that) the indemnifying Party is actually prejudiced thereby. Notwithstanding the foregoing, if the indemnifying Party does assume control of the defense of the Third Party Claim, the Indemnified indemnifying Party may, subject will not agree to Section 8.05(b), pay, compromise, defend any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and seek indemnification for unconditional release of the indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the indemnified Party without the prior written consent of the indemnified Party. If the Parties cannot agree as to the application of the foregoing Sections 10.1 and all Losses based upon10.2, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with may conduct separate defenses of the defense of any Third Party Claim, including making available records relating and each Party reserves the right to such Third Party Claim and furnishing, without expense (claim indemnity from the other than reimbursement of actual out-of-pocket expenses) to in accordance with this ARTICLE 10 upon the defending party, management employees resolution of the non-defending party as may be reasonably necessary for the preparation of the defense of such underlying Third Party Claim.

Procedures. If (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Third-Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party with respect to which of notice of the Third-Party Claim, and shall provide the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give with such information with respect thereto as the Indemnifying Party may reasonably prompt written notice thereofrequest, but in any event not later than twenty (20) Business Days after receipt of to the extent such notice of such Third Party Claiminformation is reasonably available. The failure to give such prompt written notice shall notdeliver a Claim Notice, however, relieve shall not release the Indemnifying Party from any of its indemnification obligations, obligations under this Article VII except and only to the extent that the Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failure. Such notice by . (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party shall describe the Third against any and all Losses that may result from a Third-Party Claim that is exclusively for civil monetary damages at Law pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in reasonable detailrespect of such Third-Party Claim, shall include copies of all material written evidence to assume the defense thereof and shall indicate at the estimated amount, if reasonably practicable, expense of the Loss that has been or may Indemnifying Party (which expenses shall not be sustained applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim that (i) seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief, (ii) relates to or arises in connection with any criminal action, indictment, allegation or investigation, (iii) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnified Party and the Indemnifying Party or (iv) involves a material customer, supplier or distributor, and the Indemnified Party shall have the right to participate indefend, or at the expense of the Indemnifying Party, any such Third-Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by giving written notice to the Indemnified Party, Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of any Third such Third-Party Claim at within the Indemnifying Party’s expense time period and by otherwise in accordance with the Indemnifying Party’s own counselfirst sentence of this Section 7.4(b), and then the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the sole right to defend or direct assume the defense of any and to settle such Third Third-Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified PartyClaim. In the event that If the Indemnifying Party assumes the defense of any Third such Third-Party Claim, subject to Section 8.05(b), it shall have then the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel and to participate in the defense of any Third Party Claim with counsel selected by it subject to thereof, but the Indemnifying Party’s right to control the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, providedand the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third-Party Claim, that if then the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim, then the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third-Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable opinion promptness after becoming aware of counsel facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (Ad) there The indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are legal defenses available to an Indemnified received by the Indemnifying Party that are different from or additional to those available Losses incurred have been notified to the Indemnifying Party; or . (Be) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the The Indemnifying Party shall not be liable for entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the reasonable fees and expenses Indemnified Party. (f) Notwithstanding the provisions of counsel Section 9.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnified Party in each jurisdiction for which the purposes of any claim that an Indemnified Party determines counsel is required. If may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating with respect to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimclaim anywhere.

Procedures. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a Each party entitled to indemnification under this Agreement or (each, an Affiliate of a "Indemnified Party") shall give notice to the party required to this Agreement or a Representative of provide indemnification (the foregoing (a “Third Party Claim”"Indemnifying Party") against promptly after such Indemnified Party with respect has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at such Claim; provided, that counsel for the Indemnifying Party’s expense and , who shall conduct the defense of such Claim, shall be approved by the Indemnifying Party’s own counselIndemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party shall cooperate in good faith may participate in such defense; provided, that if defense at such party's expense (unless the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall reasonably concluded that there may be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedin such action, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in each jurisdiction for which the respect to such Claim. Each Indemnified Party determines counsel is required. If shall furnish such information regarding itself or the Claim in question as an Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party may reasonably request in writing of its election to defend and as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects be reasonably required in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim investigation and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If any Indemnified Party receives notice The obligations and liabilities of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party parties with respect to which the Indemnifying Party is obligated Claims subject to provide indemnification under this AgreementSection 11, the (“Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereofClaims”), but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only will be subject to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof following terms and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. conditions: 11.3.1 The Indemnifying Party shall have the party claiming a right to participate in, or by giving indemnification hereunder (“Indemnified Person”) will give prompt written notice to the indemnifying party (“Indemnifying Person”) of any Indemnified PartyClaim, stating its nature, basis and amount, to assume the defense extent known. Each such notice will be accompanied by copies of all relevant documentation, including any Third Party Claim at summons, complaint or other pleading that may have been served or any written demand or other document. 11.3.2 With respect to any Indemnified Claim: (a) the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and Person will defend or settle the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b)provisions of this subsection, it shall have (b) the right to take such action as it deems necessary to avoidIndemnified Person will, disputeat the Indemnifying Person’s sole cost and expense, defend, appeal or make counterclaims pertaining to any such Third Party Claim cooperate in the name defense by providing access to witnesses and on behalf of evidence available to it, (c) the Indemnified Party. The Indemnified Party shall Person will have the right to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (e) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if such settlement, offer or admission contains any admission of any Third Party Claim with counsel selected by it subject to fault or guilt on the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense part of the Indemnified PartyPerson, provided, that if in the reasonable opinion of counsel to or would impose any liability or other restriction or encumbrance on the Indemnified PartyPerson, (A) there are legal defenses available to without the written consent of an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict officer of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedPerson. 11.3.3 Each party will cooperate with, the Indemnifying Party shall be liable for the and comply with all reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claimrequests of, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other party and act in all a reasonable respects in connection with and good faith manner to minimize the defense scope of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Indemnified Claim.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an “Indemnified Party Party”) receives notice of the assertion or commencement of any Action made or brought claim asserted against an Indemnified Party by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with in respect of any matter that is subject to which the Indemnifying Party is obligated to provide indemnification under this AgreementSection 10.2, the Indemnified Party shall give promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days 30 days after receipt the Indemnified Party becomes aware of such notice of such Third Party Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall will describe the Third Party Direct Claim in reasonable detail, shall will include copies of all available material written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have the right a period of five Business Days within which to participate in, or by giving written notice respond in writing to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if Direct Claim. If the Indemnifying Party is Seller, does not so respond within such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedfive Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be liable for the reasonable fees net of any insurance proceeds realized by and expenses of counsel paid to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense respect of such Third Party Claimclaim, and the Indemnified Party may, subject amount of any Loss shall take into account any net Tax benefits attributable to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from the circumstance or relating event giving rise to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party ClaimLoss.

Procedures. If any (a) The party seeking indemnification under this Article 10 (the “Indemnified Party receives Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action made suit, action or brought proceeding by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Third-Party Claim”) against in respect of which indemnity may be sought under such section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third-Party Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party with respect to which so notify the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except and only to the extent that such failure has prejudiced the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. . (b) The Indemnifying Party shall shall, subject to the limitations set forth in this Section 10.03, have the right to participate inright, or by giving upon written notice to the Indemnified Party, to assume the defense of any Third Third-Party Claim at the expense of the Indemnifying Party’s expense and , with counsel selected by the Indemnifying Party’s own counsel. If the Indemnifying Party does not so elect to assume the defense of such Third-Party Claim, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the sole right to defend or direct assume the defense of any such Third Third-Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified PartyClaim. In the event that If the Indemnifying Party assumes the defense of any Third such Third-Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel and to participate in the defense of any Third Party Claim with counsel selected by it subject to thereof, but the Indemnifying Party’s right to control the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of the Indemnified Party and shall not constitute indemnifiable Damages hereunder unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, provided, that if or (ii) in the reasonable opinion judgment of the Indemnified Party’s counsel, the representation of both the Indemnifying Party and such Indemnified Party by the same counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) If the Indemnifying Party assumes the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third-Party Claim, if the settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) imposes injunctive, equitable relief or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, (C) involves a finding or admission of wrongdoing or violation of Applicable Law by the Indemnified Party, (AD) there are legal defenses available encumbers the assets of the Indemnified Party or imposes any restriction or condition that would apply to or adversely affect the Indemnified Party or (E) reasonably could be expected to have a material adverse effect on the Taxes of Parent, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date. The Indemnified Party shall not settle any Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). (d) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim, and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) In the event an Indemnified Party has a claim for indemnity under this Article 10 against the Indemnifying Party that are different from or additional does not involve a Third-Party Claim (a “Direct Claim”), the Indemnified Party agrees to those available give prompt notice thereof in writing to the Indemnifying Party; or . Such notice shall set forth in reasonable detail the facts and circumstances of such Direct Claim and the basis for indemnification in respect thereof (B) there exists a conflict taking into account the information then available to the Indemnified Party). The failure of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, to so notify the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If not relieve the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election obligations hereunder, except to defend as provided the extent such failure shall have prejudiced the Indemnifying Party. (f) To the extent anything in this Agreement, or fails to diligently prosecute the defense of such Third Party ClaimSection 10.03 is inconsistent with Section 8.01(e), the Indemnified Party may, subject provisions of Section 8.01(e) shall govern with respect to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party ClaimTax Contest.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or which is entitled to seek indemnification under Section 9.2 (an “Indemnified Party Party”) receives notice of the assertion or commencement of any Action made or brought claim asserted against an Indemnified Party by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with in respect of any matter that is subject to which the Indemnifying Party is obligated to provide indemnification under this AgreementSection 9.2, the Indemnified Party shall give promptly (i) notify the Party obligated to the Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this ARTICLE IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty thirty (2030) Business Days days after receipt the Indemnified Party becomes aware of such notice of such Third Party Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall will describe the Third Party Direct Claim in reasonable detail, shall will include copies of all available material written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have the right a period of twenty (20) days within which to participate in, object or by giving written notice to the Indemnified Party, to assume the defense accept in writing such Direct Claim. Any such objection is called a “Notice of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if Dispute.” If the Indemnifying Party is Seller, does not so respond within such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that twenty (x20) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedday period, the Indemnifying Party shall will be liable for deemed to have rejected such claim, in which event the reasonable fees and expenses of counsel Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party in on the terms and subject to the provisions of this Agreement. Copies of each jurisdiction for which Notice of Claim Dispute shall be sent to Contributee and the Indemnified Party determines counsel is requiredEscrow Agent. If Contributee and Contributors fail to resolve any objection contained in such Notice of Claim Dispute within twenty (20) days after the Indemnifying Party elects not date the Notice of Claim Dispute is delivered to compromise or defend Contributee, then, at the request of either Party, they shall meet in an attempt to resolve an objection described in such Third Party Claim, fails Notice of Claim Dispute and reach a written agreement with respect to promptly notify the Indemnified Party in writing of its election to defend as provided in this such objection (a “Claim Settlement Agreement”). If Contributors and Contributee enter into a Claim Settlement Agreement, or fails the objections contained in such Notice of Claim Dispute shall be deemed to diligently prosecute be as resolved therein. If they are unable to resolve the defense objection described in such Notice of Claim Dispute within twenty (20) days after delivery to the recipient of such Third Party ClaimNotice of Claim Dispute, then Contributors and Contributee shall submit the Indemnified Party may, subject objections contained in such Notice of Claim Dispute to arbitration as described in Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim9.5.

Procedures. If any (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) shall give prompt notice in writing to the Party receives notice against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action made suit, action or brought proceeding by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against in respect of which indemnity may be sought under such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party Section. Such notice shall give the Indemnifying Party reasonably prompt written notice thereof, but set forth in any event not later than twenty (20) Business Days after receipt of such notice of reasonable detail such Third Party ClaimClaim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to give such prompt written notice so notify the Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except and only to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. . (b) The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right be entitled to participate in the defense of any Third Party Claim with counsel selected by it and, subject to the Indemnifying Party’s right limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the alleged Damages resulting from such Third Party Claim as provided under this Article 6; and provided further that #90879273v29 any Third Party Claim relating to any alleged infringement, misappropriation or other violation of any third-party Intellectual Property Right shall be solely controlled by Pernix, who will act under and at the direction of the Company Board so long as there is no conflict between the Company’s rights and interests and Pernix’s rights and interests; and in the case of any conflict, the Company shall assume control of such defense and Pernix shall be entitled to participate in the defense thereof. The and employ separate counsel of its choice for such purpose, in which case the fees and disbursements expenses of such separate counsel shall be at borne by Pernix. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the expense defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 6.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 6.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified PartyParty or any of its Subsidiaries, providedor (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.03, that the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnified Party shall be entitled to participate in the reasonable opinion defense of any Third Party Claim and to employ separate counsel to of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party, (A) there are legal defenses available to an Indemnified Party ; provided that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict Party shall pay the reasonable fees and expenses of interest between such separate counsel if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (f) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) In the event an Indemnified Party has a claim for indemnity under Section 6.01 against an Indemnifying Party that candoes not be waivedinvolve a Third Party Claim, the #90879273v29 Indemnified Party agrees to give prompt, written notice of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall be liable for not relieve the reasonable fees and expenses Indemnifying Party of counsel its obligations hereunder, except to the Indemnified Party in each jurisdiction for which extent such failure shall have materially and adversely prejudiced the Indemnified Party determines counsel is requiredIndemnifying Party. If the Indemnifying Party elects does not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing within thirty (30) days following the receipt of a written notice with respect to any such claim that the Indemnifying Party disputes its election indemnity obligation to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party mayfor any Damages with respect to such claim, subject such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to Section 8.05(b), pay, compromise, defend such Third the Indemnified Party Claim and seek indemnification for any and all Losses based upon, Damages arising from or relating out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such Third Party Claim. Seller and Buyer claim, the Parties shall cooperate with each other proceed in all reasonable respects in connection with the defense good faith to negotiate a resolution of any Third Party Claimsuch dispute and, including making available records relating to if not resolved through negotiations, such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) dispute shall be resolved by binding arbitration pursuant to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimterms set forth in ‎Section 8.07.

Procedures. If any Indemnified Party receives notice of the assertion or commencement of third party shall assert any Action made or brought by any Person who is not claim against a party to this Agreement or an Affiliate of a party to this Agreement GHS, The Learning Annex or a Representative of Shareholder, as the foregoing (a “Third Party Claim”) against case may be, which, if successful, would entitle the such Indemnified Party with respect person to which the Indemnifying Party is obligated to provide indemnification under this AgreementSection 12(a) or (b), as the Indemnified Party case may be, such person (the "INDEMNIFIED PARTY") shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such a notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only claim to the extent that party from whom it intends to seek indemnification (the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by "INDEMNIFYING PARTY") and the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and defense. If the Indemnified Party shall cooperate in good faith in does assume such defense; provided, that if the Indemnifying Person shall indemnify and hold the Indemnified Party is Sellerharmless from and against any and all losses, damages and liabilities caused by or arising out of any settlement or judgment of such claim and the Indemnifying Party shall Person may not claim that it does not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Partyindemnification obligation with respect thereto. In the event that addition, the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of such claim at its expense, in which case (i) the Indemnified Party shall cooperate in providing information to and consulting with the Indemnifying Party about the claim; and (ii) the Indemnified Party shall not consent to the entry of judgment or enter into any Third Party Claim with counsel selected by it subject to settlement without the prior written consent of the Indemnifying Party’s right to control the defense thereof, which consent shall not be unreasonably withheld or delayed. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and If the Indemnified Party that candoes not be waivedassume the defense of any such claim, the Indemnifying Party may defend against or settle such claim in such manner and on such terms as it in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate and shall be liable for the reasonable fees and expenses of counsel entitled to the Indemnified Party indemnification in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise respect thereof in accordance with Section 12(a) or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with as the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as case may be reasonably necessary for the preparation of the defense of such Third Party Claimbe.

Procedures. If any The party seeking indemnification under Section 15.2 ---------- (the "Indemnified Party receives Party") agrees to give prompt notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any Action made suit, action or brought by any Person who is not a party to this Agreement or an Affiliate proceeding in respect of a party to this Agreement or a Representative of which indemnity may be sought under Section 15.2; provided that the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve not limit the Indemnifying Party of its Indemnified Party's right to indemnification obligations, hereunder except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partyis materially prejudiced thereby. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense control of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by suit, action or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against proceeding and the Indemnified Party. In the event that the Indemnifying Party assumes may participate in the defense of any Third such suit, action or proceeding at its own expense. The Indemnifying Party Claimshall not be liable under Section 15.2 for any settlement effected without its consent of any claim, subject litigation or proceeding in respect of which indemnity may be sought hereunder; provided, however, that consent to Section 8.05(b), it settlement shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal not be unreasonably withheld or make counterclaims pertaining to delayed. In any such Third Party Claim in suit, action or proceeding, the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in retain its own counsel, but the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnified PartyIndemnifying Party has agreed to pay such fees and expenses, provided(ii) the Indemnifying Party has failed to assume the defense of such suit, that if in the reasonable opinion of action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, or (Aiii) there are legal defenses available to an in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in any which case, if the Indemnified Party notifies the Indemnifying Party in writing that are different from or additional the Indemnified Party elects to those available to employ separate counsel at the expense of the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall not have the right to assume the defense of such suit, action or proceeding on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for the reasonable fees and expenses of counsel more than one separate firm of attorneys (in addition to any local counsel) at any time for all the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party ClaimParties.

Procedures. If any (a) In order for an Indemnified Party receives notice of the assertion or commencement of to be entitled to any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against indemnification provided for under Sections 7.3, 10.2 and 10.3, such Indemnified Party shall deliver written notice of a claim for indemnification with respect reasonable promptness to which the Indemnifying Party is obligated Party, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to provide indemnification under this Agreement, such claim to the extent feasible and the basis of the Indemnified Party shall Party's request for indemnification hereunder; provided that any failure to timely give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, not relieve the Indemnifying Party of any of its indemnification obligations, obligations under this Section 10.7(a) except and only to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. If the Indemnifying Party forfeits rights or defenses by reason of disputes its liability with respect to such failure. Such notice by claim, the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, the Indemnified Party may initiate a judicial proceeding in such defense; providedaccordance with the conditions set forth in Sections 11.10, that if the 11.13 and 11.14. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party is Sellerunder Section 10.4, such then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall not have describe in reasonable detail the right nature of the Third Party Claim, an estimate of the amount of damages attributable to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf to the extent feasible and the basis of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event 's request for indemnification hereunder; provided that any failure to timely give such notice shall not relieve the Indemnifying Party assumes of any of its obligations under this Section 10.6(b) except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense of any Third Party Claim with counsel selected by it subject to thereof, but the Indemnifying Party’s right to control the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, provided, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that if in the reasonable opinion of would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party shall give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (A) there are legal defenses available to an if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails to diligently prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that are different from or additional to those available to the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party; , which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or (B) there exists a conflict of interest between settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the other provisions of this Section 10.7, if the Indemnifying Party disputes its potential liability to the Indemnified Party that cannot be waivedunder this Section 10.7 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be liable for required to bear the reasonable fees costs and expenses of counsel the Indemnified Party's defense pursuant to this Section 10.7 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party in each jurisdiction for which under this Section 10, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party determines counsel is required. If the amount of the Loss within ten Business Days of receipt by the Indemnifying Party elects not of a notice reasonably itemizing the amount of the Loss but only to compromise the extent actually paid or defend such suffered by the Indemnified Party. (g) In the event a Third Party ClaimClaim is brought in which the liability as between the Purchaser and an Occidental Party or its Affiliates is alleged to be joint or in which the entitlement to indemnification under this Section 10 has not been determined, fails to promptly notify the Indemnified Party Purchaser and the appropriate Occidental entity shall cooperate in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the joint defense of such Third Party ClaimClaim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the Party which is expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that no Party shall settle or compromise any such joint defense matter without the consent of the other Parties, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the Parties may agree, provided, however, that in the absence of such agreement, the Indemnified defense costs shall be borne by the Party mayincurring such costs; provided, subject further, that, if it is determined that one Party was entitled to indemnification under this Section 8.05(b)10, pay, compromise, defend such Third the other Parties shall reimburse the Party Claim and seek entitled to indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects of its costs incurred in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimdefense.

Procedures. If Each party entitled to indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice as provided herein shall not, however, not relieve the Indemnifying Party of its indemnification obligations, except obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and only to the extent provided further that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to not assume the defense for matters as to which there is a conflict of any Third Party Claim at the interest or separate and different defenses. No Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by claim or on behalf litigation, shall, except with the consent of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the each Indemnified Party, provided, that if in consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel giving by the claimant or plaintiff to the Indemnified Party, (A) there are legal defenses available to an such Indemnified Party that are different of a release from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party all liability in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating respect to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimclaim or litigation.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person entitled to seek indemnification under Section 10.2 or Section 10.3 (an “Indemnified Party Party”) receives notice of the assertion or commencement of any Action made or brought claim asserted against an Indemnified Party by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing Third Party (a “Third Party Claim”) against such in respect of any matter that is subject to indemnification under Section 10.2 or Section 10.3 the Indemnified Party shall promptly (i) notify the Party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to which such claim (if any), the Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party Claim, if known, and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent (and then only to the extent) the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. . (b) The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.5(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the prior written consent of the Indemnified Party shall be required with respect to any such compromise or settlement if (A) the Indemnified Party or any of its Affiliates would be required to pay any monetary damages as a result of such compromise or settlement, (B) such compromise or settlement requires any admission of guilt or wrongdoing on the part of the Indemnified Party or contains any sanction, restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party with respect to such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.5(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, ) that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an such Indemnified Party that are different from or additional to those available to the Indemnifying Party; Party or (By) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there exists is a conflict of interest between that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (c) Any claim by an Indemnified Party on account of Damages that candoes not result from a Third Party Claim (a “Direct Claim”) must be waivedasserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty (20) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) Any indemnification payment made pursuant to this Agreement shall be liable for the reasonable fees net of any insurance proceeds realized by and expenses of counsel paid to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense respect of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimclaim.

Procedures. If any (a Any Person seeking indemnification under Section 6.2 (the "Indemnified Party receives Party") agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion or commencement of any Action made or brought by any Person who is claim that does not involve a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against , which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party with respect to which the Indemnifying Party is obligated to provide Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall give the promptly notify each Indemnifying Party reasonably prompt written notice thereof, but thereof in any event not later than twenty writing (20) Business Days after receipt including copies of such notice of all papers served with respect to such Third Party Claim. The ), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such prompt written notice shall not, however, not relieve the Indemnifying Party of any of its indemnification obligations, obligations under this Section 6 except and only to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c Any Indemnifying Party forfeits rights or defenses by reason may, and at the request of such failure. Such notice by the Indemnified Party shall describe shall, participate in and control the defense of the Third Party Claim in reasonable detail, shall include copies with counsel of all material written evidence thereof and shall indicate the estimated amount, if its choice reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right satisfactory to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense of any Third Party Claim with counsel selected by it subject to thereof, but the Indemnifying Party’s right to control the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, provided, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that if in the reasonable opinion of would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the which shall not be unreasonably withheld. The Indemnifying Party and (if the Indemnified Party that cannot be waived, the Indemnifying Party is entitled to indemnification hereunder) shall be liable for the reasonable fees and expenses of counsel to reimburse the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing its reasonable out of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating pocket costs incurred with respect to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimcooperation.

Procedures. (a) An Indemnified Party seeking indemnification under Sections 9.1 or 9.2 shall give written notice to the Indemnifying Party of the assertion of any claim that does not involve an Action or Proceeding brought by a third party (a “Third Party Proceeding”). The notice shall describe in reasonable detail the nature of the claim, contain an estimate of the amount of Losses attributable to the claim to the extent feasible and state the basis of the request for indemnification under this Agreement. (b) If any an Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Proceeding for which the Indemnified Party with respect intends to which assert an indemnification claim under Sections 9.1 or 9.2 against the Indemnifying Party, then the Indemnified Party shall give notice of such proceeding to the Indemnifying Party within ten (10) days after receipt of written notice thereof from such third party, or sooner, to the extent a reply is obligated to provide indemnification required before that under this Agreementthe Third Party Proceeding, in which case, the Indemnified Party shall give notice of such proceeding to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty within the initial one third (201/3) Business Days after receipt of such notice of the term available under the applicable rules to respond to such Third Party ClaimProceeding. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Upon acknowledgement of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the obligation to indemnify an Indemnified Party shall cooperate in good faith in such defense; providedhereunder, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct may assume the defense of any such Third Party Claim Proceeding by notice to the Indemnified Party no later than five (5) Business Days prior to the date by which an answer or other response to the Third Party Proceeding is required to be made. Any failure by either party to give the requisite notice within the time specified in this Section 9.3(b) will not relieve the Indemnifying Party of the obligation to indemnify the Indemnified Party or the obligation of the Indemnified Party to allow the Indemnifying Party to defend pursuant to this Section 9.3(b) except to the extent that (x) is asserted directly by or on behalf of a Person that is a supplier or customer the defense of any Acquired Company or any Governmental Authority, or Third Party Proceeding is materially prejudiced by the delay. (yc) seeks an injunction or other equitable relief against the Indemnified Party. In the event that If the Indemnifying Party assumes the defense of a Third Party Proceeding pursuant to Section 9.3(b), then the Indemnifying Party may defend and conduct any proceedings or negotiations in connection with the Third Party Proceeding, take all other required steps or proceedings to settle or defend any Third Party ClaimProceeding, subject and employ counsel of its choice to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any contest such Third Party Claim Proceeding in the name and on behalf of the Indemnified Party or otherwise. (d) If the Indemnifying Party does not assume the defense of (having been given a proper opportunity to do so), or if after so assuming the Indemnifying Party fails to defend, any Third Party Proceeding, then the Indemnified Party may defend against such Third Party Proceeding in a manner reasonably appropriate and the Indemnified Party may settle such Third Party Proceeding on such terms as are reasonable in the circumstances and the costs and expense of such defense shall be Losses subject to indemnification; provided, however, that in no event shall the Indemnifying Party settle, or agree to any other resolution of, any Third Party Proceeding without the Indemnified Party. ’s prior written consent, such consent not to be unreasonably withheld, conditions or delayed, if such settlement or other resolution is binding on the Indemnified Party. (e) The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected Proceeding related to any indemnified Losses where the defense has been and continues to be assumed by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be , at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party ’s sole cost and expense and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees costs and expenses of counsel that participation shall not be Losses subject to indemnification. (f) Notwithstanding anything to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided contrary contained in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to procedures for all Tax Proceedings shall be governed exclusively by Section 8.05(b7.2(h) (and not this Section 9.3), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If any (a) The party seeking indemnification under Section 8.02 (the “Indemnified Party receives Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any Action made suit, action or brought proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to provide timely notice. (b) The Indemnified Party shall obtain the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such for which the Indemnified Party with respect to which will seek indemnification from the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified hereunder. (c) Each Party shall give the Indemnifying Party reasonably prompt written notice thereofcooperate, but and cause their respective Affiliates to cooperate, in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense or prosecution of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselshall furnish or cause to be furnished such records, information and testimony, and the Indemnified Party shall cooperate in good faith in attend such defense; providedconferences, that if the Indemnifying Party is Sellerdiscovery proceedings, such Indemnifying Party shall not have the right to defend hearings, trials or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authorityappeals, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary requested in connection therewith. (d) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for the preparation of the defense of such Third Party Claimany Damages payable under Section 8.02.

Procedures. If (a) A Party (the "Indemnified Party") with respect to a Loss or claim or demand for indemnification by any Person against such Party (a "Third Party Claim") shall give notice (the "Claim Notice") of such Loss, claim or demand to the Party from whom such Claim is made (the "Indemnifying Party") with reasonable promptness after the Indemnified Party receives Party's receipt of notice of the assertion or commencement of any Action made or brought by any Person who is not a party Third Party Claim and shall provide the Indemnifying Party with such information in connection therewith as the Indemnifying Party may reasonably request. However, the failure to this Agreement or an Affiliate give notice of a party Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article VII except to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which extent the Indemnifying Party is obligated materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to provide indemnification under indemnify the Indemnified Party for any and all Losses that may be incurred by the Indemnified Party as a result of a Third Party Claim pursuant to the terms of this Agreement, to the extent that such Losses are applicable only to civil economic losses as provided for by law, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party at its own expense (without reference to any limitations on indemnification hereunder) and satisfactory to the Indemnified Party shall give within 15 days of the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of the Claim Notice from the Indemnified Party in connection with such Third Party Claim. The failure to give such prompt written notice shall notNotwithstanding the foregoing, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may not be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, entitled to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, for equitable or injunctive relief or any claim that could impose criminal liability or indemnification and the Indemnified Party shall cooperate in good faith in be entitled to defend any such defense; providedThird Party Claim, that if at the Indemnifying Party's expense. The Indemnifying Party shall be responsible for the fees and expenses of the counsel retained by the Indemnified Party due to any failure of the Indemnifying Party is Seller, such to assume the defense of the Third Party Claim. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim during the Term or as provided in the first sentence of this Section 7.4 (b), then the Indemnified Party shall not have the sole right to assume the defense of and settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to defend or direct retain its own counsel and participate in the defense thereof, but the fees and expenses of any such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall be expressly authorized in writing by the Indemnifying Party or (ii) the parties named in the Third Party Claim that (xincluding any Sued Party) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against include both the Indemnified Party and the Indemnifying Party and representation of both the Indemnifying Party by the Indemnifying Party's counsel could result in a conflict of interest with respect to such counsel. In the event that If the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have cooperate with the right to participate Indemnifying Party in such defense, at the defense reasonable request and expense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees , and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those make available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to Party's possession or under the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is requiredParty's control. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with assumes the defense of any Third Party Claim, including making available records relating the Indemnifying Party may not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise, or consent to entry of any judgment, if such settlement, compromise or judgment (i) involves a discovery or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party of all liability related to such Third Party Claim, or (iii) impose equitable relief or any obligation on the Indemnified Party other than the payment only of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification with respect to a Loss or claim or demand under this Agreement (a "Direct Claim") shall, with reasonable promptness after becoming aware of the facts giving rise to such Direct Claim, give the Indemnifying Party notice of such Loss or claim or demand and provide the Indemnifying Party with such information regarding such Loss or claim or demand as the Indemnifying Party may reasonably request. The failure to deliver a notice of claim, however, will not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure and will not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or pursuant to the terms of this Article VII. If the Indemnifying Party does not notify the Indemnified Party that it disputes its liability to the Indemnified Party under this Agreement within 10 days of receiving a notice of claim for a Direct Claim, then the Direct Claim specified by the Indemnified Party in such notice of claim shall be conclusively deemed to be the liability of the Indemnifying Party under this Agreement and furnishingthe Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an obligation to indemnify but asserts that it should pay a lesser amount than is claimed by the Indemnified Party, the Indemnifying Party shall promptly pay such lesser amount to the Indemnified Party, without expense prejudice to or representing a waiver of the Indemnified Party's claim for any deficiency. (d) The Indemnifying Party shall have no right to assert or institute any action against any other than reimbursement of actual out-of-pocket expensesPerson before an action is instituted or a claim is made by an Indemnified Party against the Indemnifying Party under this Agreement. (e) Notwithstanding Section 9.8, each Indemnifying Party hereby consents to the defending party, management employees non- exclusive jurisdiction of any court in respect of any Claim that the non-defending party as Indemnified Party in a Third Party Claim may have against the Indemnifying Party under this Agreement with respect to such action or the matters asserted therein and agrees that process may be reasonably necessary for the preparation of the defense served upon each Indemnifying Party in respect of such Third Party ClaimClaim anywhere.

Procedures. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a Each party entitled to indemnification under this Agreement or an Affiliate of a (the "Indemnified Party") shall give notice to the party required to this Agreement or a Representative of provide indemnification (the foregoing (a “Third Party Claim”"Indemnifying Party") against promptly after such Indemnified Party with respect has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at such Claim; provided that counsel for the Indemnifying Party’s expense and , who shall conduct the defense of such Claim, shall be approved by the Indemnifying Party’s own counselIndemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party shall cooperate in good faith may participate in such defense; provided, that if defense at such party's expense (unless the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall reasonably concluded that there may be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedin such action, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of one such counsel to for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If to give notice as provided herein shall not relieve the Indemnifying Party elects not to compromise of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defend defense of any such Third Party ClaimClaim shall, fails to promptly notify except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnifying Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing of its election to defend and as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects be reasonably required in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim investigation and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a Each party entitled to indemnification under this Agreement or an Affiliate of a (the "Indemnified Party") shall give notice to the party required to this Agreement or a Representative of provide indemnification (the foregoing (a “Third Party Claim”"Indemnifying Party") against promptly after such Indemnified Party with respect has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at such Claim; provided that counsel for the Indemnifying Party’s expense and , who shall conduct the defense of such Claim, shall be approved by the Indemnifying Party’s own counselIndemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party shall cooperate in good faith may participate in such defense; provided, that if defense at such party's expense (unless the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall reasonably concluded that there may be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedin such action, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of one such counsel to for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If to give notice as provided herein shall not relieve the Indemnifying Party elects not of its obligations under this Agreement except to compromise the extent that the Indemnifying Party is prejudiced thereby. No Indemnifying Party, in the investigation or defend defense of any such Third Party ClaimClaim shall, fails to promptly notify except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnifying Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing of its election to defend and as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects be reasonably required in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim investigation and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If any 9.3.1 A party (the “Indemnified Party receives notice of Party”) that intends to claim indemnification under this Section shall promptly notify the assertion or commencement other party (the “Indemnifying Party”) in writing of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate claim of a party to this Agreement or a Representative of the foregoing (a “Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to participate indirect the defense, compromise or settlement of such claim with counsel selected by giving it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any Third Party Claim at time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the Indemnifying Party’s expense and by defense of such claim or the Indemnifying Party’s own counsel, and rights of the Indemnified Party shall cooperate in good faith in such defense; provided, that if Party. 9.3.2 In the event an Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct has assumed the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authorityclaim, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall nonetheless have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name select its own counsel and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party Claim with counsel selected by it subject to claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense written consent of the Indemnified Party, providedsettle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, that if in the reasonable opinion of counsel form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, (A) there are legal defenses available with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party that are different from or additional elects not to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedsettle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the reasonable fees amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses of counsel to incurred by the Indemnified Party in each jurisdiction for which as of the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense date of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense offer of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimsettlement.

Procedures. If any (a) The party seeking indemnification under Sections 9.08 or 11.02 (the "Indemnified Party receives Party") agrees to give prompt notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any Action made suit, action or brought by any Person who is not a party to this Agreement or an Affiliate proceeding ("Claim") in respect of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against which indemnity may be sought under such Indemnified Party with respect to which Section and will provide the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give such information with respect thereto that the Indemnifying Party may reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claimrequest. The failure to give such prompt written notice so notify the Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except and only to the extent that such failure shall have adversely prejudiced the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. . (b) The Indemnifying Party shall have the right be entitled to participate inin the defense of any Claim asserted by any third party ("Third Party Claim") and, or by giving written notice subject to the Indemnified Partylimitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that it has acknowledged responsibility for the defense of such Claim; and provided further that The Limited shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim at in accordance with the provisions of this Section 11.03, (1) the Indemnifying Party’s expense Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim and by the Indemnifying Party’s own counsel, and (2) the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right be entitled to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification to employ separate counsel of its choice for any such purpose. The fees and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense expenses of such Third Party Claimseparate counsel shall be paid by the Indemnified Party.

Procedures. If any Any party seeking indemnification under Sections 8.02, 9.02, and 11.02 (the “Indemnified Party receives Party”) shall give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such ; provided that no delay on the part of the Indemnified Party with respect to which in notifying the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligationsany liability or obligation hereunder, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partyprejudiced thereby. The Indemnifying Party shall have may, and at the right to participate in, or by giving written notice to request of the Indemnified Partyshall, to assume participate in and control the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s its own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Partyexpense. In the event that If the Indemnifying Party assumes control of the defense of any Third Party Claim, subject to Section 8.05(b)the Indemnifying Party shall not be liable under Sections 8.02, it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to 9.02 and 11.02 for any such Third Party Claim in the name and on behalf of settlement effected by the Indemnified Party. The Indemnified Party shall have the right to participate in the defense without its consent of any Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a Third Party Claim with counsel selected and if the Indemnified Party later determines in good faith that a Third Party Claim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by it subject the money damages, then the Indemnified Party may, by written notice to the Indemnifying Party’s , assume the exclusive right to control defend, compromise, or settle such claim. If the defense thereof. The Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim, all attorneys’ fees and disbursements other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such counsel claim shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different ’s expense and shall not be eligible for indemnification from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, but the Indemnifying Party shall be liable entitled to be indemnified by the Indemnifying Party for the reasonable fees and expenses full amount of counsel to any other Damages suffered by the Indemnified Party in each jurisdiction for which as a result of or arising out of the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with The party controlling the defense of any Third Party Claimthird party suit, including making available records relating to such Third Party Claim and furnishing, without expense (action or proceeding shall keep the other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees party advised of the non-defending party as may be reasonably necessary for the preparation status of such action, suit or proceeding and the defense of such Third Party Claimthereof and shall consider in good faith recommendations made by the other party with respect thereto.

Procedures. If any Indemnified Party receives notice Any indemnification of GWI, GWI Affiliates, ---------- Supplier or Supplier Affiliates hereunder shall include and extend to the assertion or commencement benefit of any Action made or brought by any Person who is not a party their respective shareholders, directors, officers and employees. Any person that may be entitled to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Agreement (an "Indemnified Party Party") shall give the Indemnifying Party reasonably prompt written notice thereof, but in to the Person obligated to indemnify it (an "Indemnifying Party") with reasonable promptness upon becoming aware of any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written claim or other facts upon which a claim for indemnification will be based; the notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only set forth such information with respect thereto as is then reasonably available to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate inundertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall 126 cooperate in such defense and make available all records, or materials and witnesses reasonably requested by giving written notice the Indemnifying Party in connection therewith at the Indemnifying Party's expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably satisfactory to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have be liable to the right to defend or direct the defense of Indemnified Party for any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction legal or other equitable relief against expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim connection with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel Indemnifying Party shall not be at liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the expense written consent of the Indemnified PartyParty prior to ceasing to defend, provided, that settling or otherwise disposing of any claim if in as a result thereof the reasonable opinion Indemnified Party would become subject to injunctive or other equitable relief or if the Indemnified Party may reasonably object to such disposition of counsel to such claim based on a continuing adverse effect on the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If Each party entitled to indemnification under this Section 4.7 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice as provided herein shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to not assume the defense for matters as to which there is a conflict of any Third Party Claim at the interest or separate and different defenses. No Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by claim or on behalf litigation, shall, except with the consent of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the each Indemnified Party, provided, that if in consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel giving by the claimant or plaintiff to the Indemnified Party, (A) there are legal defenses available to an such Indemnified Party that are different of a release from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party all liability in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating respect to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimclaim or litigation.

Procedures. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a Each party entitled to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this AgreementAgreement (each, the an "Indemnified Party Party") shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified PartyParty has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any Third Party Claim at such Claim; provided that counsel for the Indemnifying Party’s expense and , who shall conduct the defense of such Claim, shall be approved by the Indemnifying Party’s own counselIndemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party shall cooperate in good faith may participate in such defense; provided, that if defense at such party's expense (unless the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall reasonably concluded that there may be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedin such action, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of one such counsel to for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If to give notice as provided herein shall not relieve the Indemnifying Party elects not to compromise of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defend defense of any such Third Party ClaimClaim shall, fails to promptly notify except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnifying Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing of its election to defend and as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects be reasonably required in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim investigation and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If Each party entitled to indemnification under this Section 2.6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice as provided herein shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to not assume the defense for matters as to which there is a conflict of any Third Party Claim at the interest or separate and different defenses. No Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by claim or on behalf litigation, shall, except with the consent of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the each Indemnified Party, provided, that if in consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel giving by the claimant or plaintiff to the Indemnified Party, (A) there are legal defenses available to an such Indemnified Party that are different of a release from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party all liability in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating respect to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimclaim or litigation.

Procedures. If any (a) A party seeking indemnification pursuant to Sections 7.2 or 7.3 (an “Indemnified Party receives Party”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or assessment, or the commencement of any Action made action, suit, audit or brought proceeding, by any Person who is not a third party to this Agreement or an Affiliate in respect of a party to this Agreement or a Representative of the foregoing which indemnity may be sought hereunder (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably prompt written notice thereofrequest, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The no failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, any liability hereunder (except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurehas suffered actual prejudice thereby). Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or Notice may be sustained given to any Frost Group Shareholder by giving notice to the Indemnified PartyRepresentative (defined below). The Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such fifteen (15) day period, the Indemnified Party shall have the right to participate inundertake the defense of such Third Party Claim on behalf of the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or by giving settle, compromise or discharge such Third Party Claim without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld. In the event that the Indemnifying Party does not elect to assume the defense of any such Third Party Claim, the Indemnified Party may do any of the foregoing and/or defend such Third Party Claim, all at the expense and on the account of the Indemnifying Party. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. (c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon fifteen (15) business days prior written notice to the Indemnified Party, to assume consent to the defense entry of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counseljudgment with respect to, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any otherwise settle such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, provided the Indemnifying Party shall be liable for solely obligated to satisfy and discharge such judgment or settlement, unless (i) the Third Party Claim involves equitable or other non-monetary damages or (ii) in the reasonable fees and expenses judgment of counsel to the Indemnified Party in each jurisdiction for which such settlement would have a continuing material adverse effect on the Indemnified Party determines counsel is required. If Party, in which case such settlement only may be made with the written consent of the Indemnified Party. (d) Whether or not the Indemnifying Party elects not chooses to compromise defend or defend prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, fails and making employees available on a mutually convenient basis to promptly notify provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party in writing of for all its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimexpenses in connection therewith.

Procedures. If any (a) Any Person desiring indemnification under this Article VII and entitled thereto (an “Indemnified Party”) shall, promptly upon becoming aware thereof, give written notice thereof to the Party obligated to indemnify such Indemnified Party receives (such notified Party, the “Responsible Party”); provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice by such Indemnified Party shall state the amount of the assertion or commencement claim, if known, and the method of any Action made or brought by any Person who is not computation thereof, the nature of such claim and a party reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (b) If a claim, action, suit or an Affiliate of Proceeding by a party to this Agreement or Person other than a Representative of the foregoing Party hereto (a “Third Third-Party Claim”) is made against any Indemnified Party, and if such Indemnified Party intends to seek indemnification with respect to which the Indemnifying Party is obligated to provide indemnification thereto under this AgreementArticle VII, the such Indemnified Party shall give promptly notify the Indemnifying Responsible Party reasonably prompt written notice thereofof such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, but in except to the extent that the Responsible Party is actually prejudiced thereby. (c) With respect to any event not later than twenty Third-Party Claim, the Responsible Party shall have thirty (2030) Business Days days after receipt of such notice (or such shorter period as an answer or response is required in any Proceeding) to assume the conduct and control, at the expense of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicableResponsible Party, of the Loss that has been settlement or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselthereof, and the Indemnified Party shall cooperate with it in good faith connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such defense; provided, that if settlement or defense through counsel chosen by such Indemnified Party and the Indemnifying Party is Seller, fees and expenses of such Indemnifying Party counsel shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly be borne by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In Notwithstanding the event foregoing, the Responsible Party shall not be entitled to assume control of the defense as to any matter, and if subject to indemnification under this Article VII, shall pay the reasonable fees and expenses of counsel selected and retained by the Indemnified Party, in connection with: (i) any Third-Party Claim seeking specific performance or other equitable remedies, (ii) any Third-Party Claim in which a conflict of interest exists between the Responsible Party and the Indemnified Party, or (iii) any Third-Party Claim with respect to which the Indemnified Party determines in good faith that the Indemnifying Losses relating to such claim are likely to exceed the maximum amount that the Indemnified Party would then be entitled and able (after taking into account the financial resources of the Responsible Party) to recover under the applicable provisions of this Article VII (collectively, the “Litigation Control Conditions”). If the Indemnified Party assumes the control of the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Third-Party Claim in because the name and on behalf Third-Party Claim meets one or more of the Indemnified Party. The Litigation Control Conditions, the Indemnified Party shall have the right to participate in assume control of the defense of any Third the Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s but shall not thereby waive any right to control indemnification therefor pursuant to this Agreement; provided, however, that the defense thereofIndemnified Party shall not consent to an entry of judgment or settle such Third-Party Claim without the prior written consent of the Responsible Party, which shall not be unreasonably withheld. The fees Responsible Party shall, if it agrees and disbursements is reasonably expected to be able to pay the full amount thereof, be permitted independently to consent to an entry of such counsel judgment or settle any Third-Party Claim, provided that (i) the Responsible Party pays in full all monetary amounts due under the settlement, (ii) the settlement does not impose any non-monetary relief or future obligation on the Indemnified Party, and (iii) the settlement does not contain any findings of fact or an admission of liability of guilt on the part of the Indemnified Party. (d) Any Indemnified Party shall be cooperate in all reasonable respects with the Responsible Party and its attorneys in the investigation, trial and defense of any Third-Party Claim and any appeal arising therefrom and, at the expense of the Indemnified Responsible Party, providedshall furnish such books, that if in the reasonable opinion of counsel to the Indemnified Partyrecords, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party information and the Indemnified Party that cannot be waivedtestimony, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend attend such Third Party Claimconferences, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreementdiscovery proceedings, or fails to diligently prosecute the defense of such Third Party Claimhearings, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim trials and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party appeals as may be reasonably necessary for requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the preparation of Responsible Party and its agents and representatives to, and reasonable retention by the defense of Indemnified Party of, books, records and information which have been identified by the Responsible Party as being reasonably relevant to such Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Procedures. If any Indemnified Party receives notice (a) The party seeking indemnification under Section 9.02 (the "INDEMNIFIED PARTY") agrees to give prompt written notice, but no later than 5 days after receipt thereof, to the party against whom indemnity is sought (the "INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any Action made suit, action or brought by any Person who is not a party to this Agreement or an Affiliate proceeding ("CLAIM") in respect of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against which indemnity may be sought under such Indemnified Party with respect to which Section and will provide the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent information with respect thereto that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if may reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. request. (b) The Indemnifying Party shall have the right be entitled to participate inin the defense of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by giving written notice a third party, including any Governmental Authority ("THIRD PARTY CLAIM") and, subject to the Indemnified Partylimitations set forth in this Section or Section 9.04, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense subject to the deductible and maximum liability described in Section 9.02. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim at in accordance with the provisions of this Section or Section 9.04, (i) the Indemnifying Party’s expense and by Party shall obtain the Indemnifying Party’s own counsel, and prior written consent of the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party (which shall not have the right to defend or direct the defense be unreasonably withheld) before entering into any settlement of any such Third Party Claim that (x) is asserted directly by if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction if the settlement imposes injunctive or other equitable relief against the Indemnified Party. In Party and (ii) the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right be entitled to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification to employ separate counsel of its choice for any such purpose. The fees and all Losses based uponexpenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, arising from or relating and cause their respective Affiliates to such Third Party Claim. Seller and Buyer shall cooperate with each other cooperate, in all reasonable respects in connection with the defense or prosecution of any Third Party ClaimClaim (including any counterclaims filed by Seller) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, including making available records relating to information and testimony, and attend such Third Party Claim and furnishingconferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. This cooperation shall be provided without cost or expense (of the other party other than reimbursement of actual out-of-pocket expenses) travel or similar expenses subject to the defending partyprovisions of Section 9.02. (e) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, management employees or from any other Person alleged to be responsible, for any Damages payable under Section 9.02. In addition, each party agrees that it will not, and agrees to use its best efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing, or increase the cost, of any obligations of the non-defending other party as may be reasonably necessary for the preparation of the defense of such Third Party Claimunder this Article 9.

Procedures. If any (a) The party seeking indemnification under Section 10.02 or Section 10.03 (the "Indemnified Party receives notice Party") agrees to give prompt written notice, but no later than 5 days after receipt thereof, to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any Action made suit, action or brought by any Person who is not a party to this Agreement or an Affiliate proceeding ("Claim") in respect of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against which indemnity may be sought under such Indemnified Party with respect to which Section and will provide the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent information with respect thereto that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if may reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. request. (b) The Indemnifying Party shall have the right be entitled to participate inin the defense of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by giving written notice a third party, including any Governmental Authority ("Third Party Claim") and, subject to the Indemnified Partylimitations set forth in this Section or Section 10.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense subject to the deductible and maximum liability described in Section 10.02 and Section 10.03, as applicable. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim at in accordance with the provisions of this Section or Section 10.03, (i) the Indemnifying Party’s expense and by Party shall obtain the Indemnifying Party’s own counsel, and prior written consent of the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party (which shall not have the right to defend or direct the defense be unreasonably withheld) before entering into any settlement of any such Third Party Claim that (x) is asserted directly by if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction if the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Sellers) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. In This cooperation shall be provided without cost or expense other than reimbursement of out-of-pocket travel or similar expenses subject to the event that provisions of Section 10.02 and Section 10.03, as applicable. (e) Other than with respect to liabilities relating to matters covered by Section 7.07(a) (which shall be governed solely by Section 7.07), if the Indemnifying Party is required to indemnify the Indemnified Party with respect to any Claim or assumes the defense of any Third Party Claim, subject to Claim under Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal 10.02 or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedSection 10.03, the Indemnifying Party shall be liable for have the reasonable fees and expenses of counsel right, in good faith, to determine all matters relating to the Indemnified Party utilization of any insurance policy of any Transferred Company in each jurisdiction for which connection with the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise Claim or defend such Third Party ClaimClaim and shall be entitled to control all decisions relating to such claims under such insurance policies as if it were the named insured thereunder; provided, fails to promptly notify the Indemnified Party in writing of its election to defend as provided however, that notwithstanding anything in this Agreement, or fails 10.04(e) to diligently prosecute the defense of such Third Party Claimcontrary, the Indemnified Party may, subject shall entitled to indemnification pursuant to the provisions of Section 8.05(b10.02 or Section 10.03 regardless of whether a claim under such insurance policies is pursued and regardless of whether any proceeds from such claim are collected. Buyer and Parent agree to cooperate and take all reasonable actions necessary to implement the intent of the provisions set forth in this clause (e), pay, compromise, defend such Third and each Indemnified Party Claim and seek indemnification for further agrees that it will not take any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection action that is inconsistent with the defense provisions of this clause (e) and will refrain from taking any Third action or doing anything that would undermine the insurance benefits available to Indemnifying Party Claimas contemplated by this Section 10.04(e). (f) To the extent that the procedures set forth in this Section 10.04 conflict with the procedures set forth in Section 10.03, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimprocedures set forth in Section 10.03 shall govern.

Procedures. If Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Any Buyer Indemnitee or Seller Indemnitee claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such in respect of any matter that is subject to indemnification hereunder shall (i) notify the other Party (the “Indemnifying Party”) of the Third Party Claim within thirty (30) days of the date on which the Indemnified Party knows or should have known of the Third Party Claim, and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to which such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and the amount of the Damages estimated to arise therefrom. Subject to Section 10.01, failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty materially prejudiced by such delay or omission. (20b) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate indefend any such Third Party Claim, or by giving written upon notice to the Indemnified Party within fifteen (15) days of receipt of a Claim Notice in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim at for equitable or injunctive relief or any claim that would impose criminal liability. If the Indemnifying Party’s expense and by Party does not expressly elect to assume the Indemnifying Party’s own counseldefense of such Third Party Claim within the time period or in accordance with the first sentence of this Section 9.03(b), and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct assume the defense of any and to settle such Third Party Claim that (x) is asserted directly by or on behalf Claim. If the Indemnifying Party assumes the defense of a Person that is a supplier or customer such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against such counsel shall be at the expense of the Indemnified Party. In the event that If the Indemnifying Party assumes the defense of any Third Party Claim, subject the Indemnified Party shall, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to Section 8.05(bindemnification hereunder), it shall have cooperate with the right to take Indemnifying Party in such action as it deems necessary to avoiddefense and, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject at no cost to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party; ’s possession or (B) there exists a conflict of interest between under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is requiredParty. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with assumes the defense of any Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including making available records relating any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless, in the case of the Indemnifying Party being Seller or its Affiliates, such settlement agreement also covers in all material respects at least a part of the Retained Business that is subject to the same Third Party Claim and the Business is treated in a substantially similar manner as the Retained Business (other than exceptions related to the size of the Business relative to the Retained Business) in such settlement agreement. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party is not defending the Indemnified Party pursuant to Section 10.03(b), then the Indemnified Party shall defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and furnishinghave full control of such defense and proceedings; provided, without expense (other than reimbursement of actual out-of-pocket expenses) to however, that the defending party, management employees of the non-defending party as Indemnified Party may be reasonably necessary for the preparation of the defense not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 11.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Damage or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party within 30 days of the date on which the Indemnified Party knows of the Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article X. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. Buyer and Seller hereby covenant and agree that, to the extent there is a disagreement with respect to a Direct Claim, they shall endeavor to negotiate in good faith to arrive at a resolution of such disagreement. (e) Notwithstanding anything to the contrary contained herein, Seller shall have the sole and absolute right to defend and control the defense of each of the matters set forth on Schedule 4.10, and such right to defend and control shall not be subject to the requirements or limitations otherwise set forth in this Section 10.03 in respect of Third Party Claims.

Procedures. If (a) A Person seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) shall deliver notice containing the nature of the Loss, the dates of such Loss and the details of specific Losses, if reasonably practicable (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party with respect to which of notice of the Third Party Claim, and shall provide the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give with such information with respect thereto as the Indemnifying Party may reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claimrequest. The failure to give such prompt written notice shall notdeliver a Claim Notice, however, relieve shall not release the Indemnifying Party from any of its indemnification obligations, obligations under this Article VII except and only to the extent that the Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failure. Such notice by . (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party shall describe the against any and all Losses that may result from a Third Party Claim in reasonable detailthat is exclusively for civil monetary damages at law pursuant to the terms of this Agreement, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate inright, or by giving upon written notice to the Indemnified Party within 30 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim at for equitable or injunctive relief, any claim that would impose criminal liability or damages or any Third Party Claim involving a customer, supplier, licensor or other partner of the Indemnifying Indemnified Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct defend, at the defense expense of the Indemnifying Party, any such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of such Third Party Claim that in accordance with the first sentence of this Section 7.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (xi) is asserted directly the employment of such counsel shall have been specifically authorized in writing by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, the Indemnifying Party or (yii) seeks an injunction or other equitable relief against the Indemnified PartyParty reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. In the event that If the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to shall, at the Indemnifying Party’s right to control expense, cooperate with the Indemnifying Party in such defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party; ’s possession or (B) there exists a conflict of interest between under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is requiredParty. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with assumes the defense of any Third Party Claim, including making available records relating the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim, unless such settlement, compromise or judgment (i) does not involve a finding or admission of wrongdoing, (ii) includes an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim and furnishingany similar claims, without expense (iii) does not imposes equitable remedies or any obligation on the Indemnified Party, and (iv) provides solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than reimbursement pursuant to this Article VII. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. (d) The indemnification required hereunder shall be made by (i) prompt payment by the Indemnifying Party or (ii) setoff and application against any amount that may be due to the Indemnifying Party under this Agreement or any Ancillary Agreement pursuant to Section 7.8 of the amount of actual out-of-pocket expenses) Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the defending party, management employees of Indemnifying Party. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party ClaimIndemnified Party.

Procedures. If Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice as provided herein shall not, however, not relieve the Indemnifying Party of its indemnification obligations, except obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and only to the extent provided further that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to not assume the defense for matters as to which there is a conflict of any Third Party Claim at the interest or separate and different defenses. No Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by claim or on behalf litigation, shall, except with the consent of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the each Indemnified Party, provided, that if in consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel giving by the claimant or plaintiff to the Indemnified Party, (A) there are legal defenses available to an such Indemnified Party that are different of a release from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party all liability in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating respect to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimclaim or litigation.

Procedures. If (a) Any Indemnified Party seeking indemnification under this Article XI shall give prompt written notice to the persons against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim by a third party or the discovery of any fact upon which the Indemnified Party intends to base a claim under this Article XI. The delay or failure of any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party notice hereunder shall give the Indemnifying Party reasonably prompt written notice thereof, but not in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of way limit its indemnification obligations, rights hereunder except and only to the extent that the Indemnifying Party forfeits rights demonstrates that its ability to defend or defenses by reason resolve such claim is actually and materially prejudiced thereby. Any such notice shall describe the facts and circumstances upon which the asserted claim for indemnification is based and shall include the amount of the indemnifiable Losses (or, if such amount is not then determined, a good faith estimate thereof) and the basis for the determination of the amount of such failureLosses. (b) With respect to a third-party claim: (i) The Indemnifying Party may, if applicable, and at the request of the Indemnified Party shall, participate in and control the defense of any third-party claim at its own expense. Such notice by If the Indemnifying Party elects to assume the defense (whether or not obligated to) of any such claim, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained paid by the Indemnified Party. The If the Indemnifying Party shall fail to defend a third-party claim or, if after commencing or undertaking any such defense, shall fail to prosecute or shall withdraw from such defense, the Indemnified Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume undertake the defense of any Third Party Claim thereof at the Indemnifying Party’s expense and by expense. Notwithstanding the Indemnifying Party’s own counselforegoing, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third a third-party claim and if the Indemnified Party Claimlater determines in good faith that the third-party claim is (x) likely to materially adversely affect it or its business in a manner that may not be adequately compensated by money damages or (y) may expose the Indemnified Party to potential obligations or Losses that may not be fully satisfied by the Indemnifying Party, subject then the Indemnified Party may, by written notice to Section 8.05(b)the Indemnifying Party, it shall have assume the exclusive right to take such action as it deems necessary to avoid, dispute, defend, appeal compromise, or make counterclaims pertaining to any settle such Third Party Claim in claim. If the name and on behalf of the Indemnified Party. The Indemnified Party shall have so assume the exclusive right to participate defend, compromise, or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim shall be at the Indemnifying Party’s expense. (ii) The party controlling the defense of any Third Party Claim with counsel selected by it subject to third-party suit, action or proceeding shall keep the Indemnifying Party’s right to control other party advised of the status of such action, suit or proceeding and the defense thereof. thereof and shall consider in good faith recommendations made by the other party with respect thereto. (iii) The fees and disbursements of such counsel Indemnifying Party shall not settle any third-party claim without the consent (which consent shall not be at the expense unreasonably withheld or delayed) of the Indemnified PartyParty if any relief, provided, that if in other than the reasonable opinion payment of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, money damages which the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel obligated to pay in full, would be granted against the Indemnified Party in each jurisdiction for which or its Affiliates by such settlement or if the Indemnified Party determines counsel is required. If would be liable to the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense third party for any portion of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimsettlement.

Procedures. If any Indemnified Party receives notice (a) For purposes of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this AgreementSection 6.3, the Indemnified Party party entitled to indemnification shall give be known as the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the “Indemnified Party. The Indemnifying Party ” and the party required to indemnify shall have be known as the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the “Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. .” In the event that the Indemnifying Party assumes shall be obligated to the defense Indemnified Party pursuant to this Article VI or in the event that a suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party under this Article VI, the Indemnified Party shall give prompt written notice to the Indemnifying Party of the occurrence of such event and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive) (the “Claim Notice”). The failure of the Indemnified Party to provide the Indemnifying Party with timely notice will limit the indemnification provided for in this Article VI, only if, and to the extent that, the Indemnifying Party incurs any Third out-of-pocket expense or otherwise has been materially prejudiced as a direct result of such delay. The Indemnifying Party Claimshall have 20 days from the delivery or receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) if the claim is from a third party, subject whether or not it desires to Section 8.05(b)defend the Indemnified Party against such claim or demand. In the event the Indemnifying Party agrees to defend, it contest or otherwise protect against any such suit, action, investigation, claim or proceeding, the Indemnifying Party will do so at its own cost and expense, and the Indemnified Party shall have the right but not the obligation to take participate at its own expense in the defense thereof by counsel of its own choice. The Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such action Indemnified Party relating to such claim or demand. In addition, the Indemnified Party and the Indemnifying Party shall render to each other such assistance as it deems necessary may reasonably be requested in order to avoid, dispute, defend, appeal or make counterclaims pertaining to ensure the proper and adequate defense of any such Third claim or demand. The party in charge of the defense shall keep the other party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. (b) In the event that the Indemnifying Party does not so elect to defend such claim or does not respond to the Claim Notice during the Notice Period, the Indemnified Party will have the right (upon further notice to the Indemnifying Party) to undertake the defense, compromise or settlement of such claim for the account of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim pursuant to the terms of paragraph (a) of this Section 6.3 at any time prior to settlement, compromise or final determination thereof, provided that the Indemnifying Party reimburses in the name and on behalf full all costs of the Indemnified Party (including reasonable attorney’s fees) incurred by it in connection with such defense prior to such assumption. (c) Anything in this Section 6.3 to the contrary notwithstanding, if the Indemnified Party believes there is a reasonable probability that a claim may have a material adverse effect upon the Indemnified Party. The , the Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements defense, compromise or settlement of such counsel shall be at the expense of the Indemnified Partyclaim, provided, provided that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall not be liable for the reasonable fees and expenses of separate counsel to of the Indemnified Party in each jurisdiction engaged for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimpurpose.

Procedures. If any (a) In order for an Indemnified Person to be entitled to the benefits of Section 3.1(b), Section 3.1(c) or Section 3.2 with respect to a claim by a third party ("Third Party receives Claim"), such Indemnified Person shall notify the indemnitor promptly after receipt by such Indemnified Person of notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the indemnitor promptly after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) against such received by the Indemnified Party Person with respect to which the Indemnifying Third Party Claim. (b) If a Third Party Claim is obligated to provide indemnification under this Agreementmade against an Indemnified Person, the Indemnified Party indemnitor shall give defend and shall have the Indemnifying Party reasonably prompt written notice thereofright to compromise, but in any event not later than twenty (20) Business Days after receipt of such notice of such at its own expense, the Third Party Claim. The failure to give Indemnified Person will cooperate, at the expense of the indemnitor in connection with such prompt written notice defense. Such cooperation shall notinclude the retention and, howeverupon the indemnitor's request, relieve the Indemnifying Party of its indemnification obligations, except and only provision to the extent that indemnitor of records, compilations and information which are, in the Indemnifying Party forfeits rights or defenses by reason of indemnitor's reasonable opinion, relevant to such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject access to Section 8.05(b)premises and making employees available on a mutually convenient basis to be interviewed, it to testify and to provide additional information and explanation of any material provided. The Indemnified Person shall have the right to take such action as it deems necessary to avoidright, disputeat its own expense, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer In no event shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such an Indemnified Person compromise a Third Party Claim and furnishingwithout the reasonable consent of the indemnitor. The indemnitor shall not, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees reasonable consent of the non-defending party as may be reasonably necessary Indemnified Person, compromise, or refuse to compromise, a Third Party Claim which seeks or provides for equitable relief or otherwise affects the preparation operations or the contingent liabilities of the defense of such Third Party ClaimIndemnified Person.

Procedures. If any (a) The party seeking indemnification under Section 11.02 (the “Indemnified Party receives Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any Action made suit, action or brought proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such Indemnified Party with respect to which defense, in each case at its expense. (c) If the Indemnifying Party is obligated to provide indemnification under shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this AgreementSection 11.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall give the Indemnifying Party reasonably prompt written notice thereofnot be unreasonably withheld, but in delayed or conditioned) before entering into any event not later than twenty (20) Business Days after receipt of such notice settlement of such Third Party Claim. The failure , but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to give such prompt written notice shall notThird Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by (ii) the Indemnified Party shall describe be entitled to participate in the defense of such Third Party Claim in reasonable detail, and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained paid by the Indemnified Party. The Indemnifying Party shall have the right no indemnification obligations with respect to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party which consent shall not have the right to defend be unreasonably withheld, delayed or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimconditioned.

Procedures. If (i) Except as otherwise provided in this Agreement, any party seeking any indemnification under this Section 9.2 (an "Indemnified Party") shall give the party from whom indemnification is being sought (an "Indemnifying Party") notice (and also to the Agent in the case of claims against the Escrow Fund or any Manager Shareholder) of any matter which such Indemnified Party receives has determined has given or could give rise to a right of indemnification under this Agreement as soon as practicable after the party potentially entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 9.2. With respect to any claims for indemnification under this Section 9.2 by an Inland Indemnified Party, IREIC (with respect to the Advisor) or the Agent (with respect to each Manager Shareholder and the Participating Shareholders) shall have sole and exclusive authority to act for and in the name of such Indemnified Party. With respect to any claims for indemnification under this Section 9.2 by a REIT Indemnified Party, IREIC (with respect to the Advisor) or the Agent (with respect to each Manager Shareholder and the Participating Shareholders) shall have sole and exclusive authority to act for and in the name of such Indemnifying Party. (ii) The liability of an Indemnifying Party under this Section 9.2 with respect to Damages arising from claims of any third party which are subject to the indemnification provided for in this Section 9.2 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions. If an Indemnified Party shall receive notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give Claim within twenty (20) days of the receipt by the Indemnified Party of such prompt written notice shall notnotice; provided, however, relieve that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 9.2 except to the extent the Indemnifying Party is materially and irreparably prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it acknowledges, without qualification, its indemnification obligationsobligations hereunder and gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists a material conflict of interest (other than one that is of a monetary nature) that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnifying Party shall not be obligated to pay the reasonable fees and expenses of more than one separate counsel for all Indemnified Parties, taken together (except and only to the extent that local counsel are necessary or advisable for the conduct of such action or proceeding, in which case the Indemnifying Party forfeits rights shall also pay the reasonable fees and expenses of any such local counsel). If the Indemnifying Party shall not assume the defense of any Third Party Claim or defenses by reason litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that in settling any action in respect of which indemnification is payable under this Article, it shall act reasonably and in good faith. In the event the Indemnifying Party exercises the right to undertake any such failure. Such notice by defense against any such Third Party Claim as provided above, the Indemnified Party shall describe cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim Claim, the Indemnifying Party shall cooperate with the Indemnified Party in reasonable detailsuch defense and make available to the Indemnified Party, shall include copies of all material written evidence thereof such witnesses, records, materials and shall indicate information in the estimated amount, if Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably practicable, of the Loss that has been or may be sustained required by the Indemnified Party. The Indemnifying Party shall have not, without the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense consent of the Indemnified Party, provided, that if in the reasonable opinion of counsel (i) settle or compromise any Third Party Claim or consent to the Indemnified Party, (A) there are legal defenses available to entry of any judgment which does not include an Indemnified Party that are different from unconditional written release by the claimant or additional to those available to the Indemnifying Party; or (B) there exists a conflict plaintiff of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party from all liability in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense respect of such Third Party Claim, (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or material obligations on the Indemnified Party mayother than financial obligations for which such Indemnified Party will be indemnified hereunder, subject to Section 8.05(b), pay, compromise, defend such or (iii) settle or compromise any Third Party Claim and seek indemnification for any and all Losses based upon, arising from if the result is to admit civil or relating criminal liability or culpability on the part of the Indemnified Party or that gives rise to such Third Party Claimcriminal liability with respect to the Indemnified Party. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such No Third Party Claim and furnishing, which is being defended in good faith by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees written consent of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party ClaimIndemnifying Party.

Procedures. If (a) Any Person entitled to be indemnified under this Article IX (the “Indemnified Party”) shall promptly give written notice to the Party from whom indemnification may be sought (the “Indemnifying Party”) of any pending or threatened Proceeding against the Indemnified Party receives notice that has given or would reasonably be expected to give rise to such right of the assertion or commencement of any Action made or brought by any Person who is not a party indemnification with respect to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing such Proceeding (a “Third Party Claim”) against such Indemnified Party ), indicating, with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreementreasonable specificity, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice nature of such Third Party Claim. The failure , the basis therefor, a copy of any documentation received from the third party, the amount and calculation of the Covered Losses for which the Indemnified Party is entitled to give indemnification under this Article IX (and, to the extent known, a good faith estimate of any such prompt written notice future Covered Losses relating thereto), and the provision(s) of this Agreement in respect of which such Covered Losses shall nothave occurred (a “Third Party Claim Notice”), however, relieve and the Indemnified Party shall promptly deliver to the Indemnifying Party any information or documentation related to the foregoing reasonably requested by the Indemnifying Party. A failure by the Indemnified Party to give a Third Party Claim Notice and to tender the defense of its indemnification obligationsthe Proceeding in a timely manner pursuant to this Section 9.4(a) shall not limit the obligations of the Indemnifying Party under this Article IX, except and only to the extent that such Indemnifying Party is prejudiced thereby. (b) With respect to any Third Party Claim, the Indemnifying Party forfeits rights or defenses under this Article IX shall have the right, but not the obligation, to assume the control and defense, at its own expense and by reason counsel of its own choosing, of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detailand any Third Party Claims related to the same or a substantially similar set of facts; provided that the Indemnifying Party shall not be entitled to assume the control and defense of such Third Party Claim, shall include copies of all material written evidence thereof and shall indicate pay the estimated amount, if reasonably practicable, reasonable fees and expenses of the Loss that has been or may be sustained counsel retained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any if such Third Party Claim at is a criminal Proceeding. If the Indemnifying Party’s expense Party so undertakes to control and by defend any such Third Party Claim, it shall notify the Indemnifying Party’s own counselIndemnified Party of its intention to do so, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in good faith in the defense against, and settlement of, any such defenseThird Party Claim; provided, however, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of settle any such Third Party Claim that without the written consent of the Indemnified Party (xnot to be unreasonably withheld, conditioned or delayed) is asserted directly by unless such settlement does not involve any injunctive relief against or on behalf of a Person that is a supplier any finding or customer admission of any Acquired Company violation of Law or any Governmental Authority, or (y) seeks an injunction or other equitable relief against wrongdoing by the Indemnified Party. In the event that , and any money damages are borne solely by the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Subject to the foregoing, the Indemnified Party shall have the right to employ separate legal counsel and to participate in in, but not control, the defense of any Third Party Claim with counsel selected by it such Proceeding at its own cost and expense; provided that, subject to the provisions of this Article IX, the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel Party shall be at the expense of the Indemnified Party, provided, that if in bear the reasonable opinion fees of one firm of legal counsel to (and one additional firm of legal counsel in each jurisdiction implicated in such Proceeding) representing all Indemnified Parties in such Proceeding and all related Proceedings, if, but only if, the Indemnified Party, (A) there are legal defenses available to defendants in such Proceeding include both an Indemnified Party that are different from or additional to those available to and the Indemnifying Party; or (B) , and such Indemnified Party shall have reasonably concluded, based on the advice of legal counsel, that there exists is a material conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedwith respect to such Proceeding. In any event, the Indemnified Party shall cause its legal counsel to cooperate with the Indemnifying Party and its legal counsel and shall be liable for not assert any position in any Proceeding inconsistent with that asserted by the reasonable fees and expenses of counsel to the Indemnifying Party. No Indemnified Party in each jurisdiction for which may settle any Third Party Claim without the Indemnified written consent of the Indemnifying Party determines counsel is required(not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party elects does not assume the control and defense of a Third Party Claim, it shall nevertheless be entitled to compromise or defend participate in the defense of such Proceeding at its own cost and expense, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense against, and settlement of, any such Third Party Claim, fails to promptly notify . (c) In the event that any Indemnified Party in writing of its election to defend as provided in has or may have an indemnification claim against any Indemnifying Party under this Agreement, or fails to diligently prosecute the defense of such Article IX that does not involve a Third Party Claim, the Indemnified Party mayshall promptly give written notice thereof to the Indemnifying Party indicating, subject with reasonable specificity, the nature of such claim, the basis therefor, the amount and calculation of the Covered Losses for which the Indemnified Party is entitled to Section 8.05(bindemnification under this Article IX to the extent known (and a good-faith estimate of any such future Covered Losses relating thereto), payand the provision(s) of this Agreement in respect of which such Covered Losses shall have occurred (a “Self-Claim Notice”), compromiseand the Indemnified Party shall promptly deliver to the Indemnifying Party any information or documentation related to the foregoing reasonably requested by the Indemnifying Party. A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.4(c) shall not limit the obligations of the Indemnifying Party under this Article IX, defend except to the extent that such Third Indemnifying Party Claim and seek indemnification for any and all Losses based upon, arising from or relating is prejudiced thereby. If the Indemnifying Party disputes its liability with respect to such Third claim, the Indemnifying Party Claim. Seller and Buyer the Indemnified Party shall cooperate with each other proceed in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating good faith to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense negotiate a resolution of such Third Party Claimdispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in the appropriate court of competent jurisdiction set forth in Section 10.8.

Procedures. If (a) In order for a party (the “Indemnified Party”) to be entitled to any Indemnified Party receives notice indemnification provided for under this Agreement in respect of, arising out of the assertion or commencement of any Action involving a Loss or a claim or demand made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of against the foregoing Indemnified Party (a “Third Party Claim”) against ), such Indemnified Party with respect shall deliver notice thereof to which the Stockholder Agent, on behalf of the Stockholders, or to Acquiror, as applicable (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim and shall provide the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give with such information with respect thereto as the Indemnifying Party may reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claimrequest. The failure to give provide such prompt written notice shall not, however, relieve not release the Indemnifying Party of from its indemnification obligations, obligations under this Article VII except and only to the extent that the Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the If any insurance carrier is obligated or agrees to defend any Third Party Claim in reasonable detailconnection with any attempt to obtain insurance coverage with respect to such Third Party Claim, such defense shall include copies of all material written evidence thereof be tendered to such insurance carrier and shall indicate the estimated amount, if reasonably practicable, rights of the Loss parties among themselves regarding the assumption and control of such defense shall, as among one another, be subject to the requirements of such insurance carrier. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against Losses that has been or may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party as promptly as practicable but within 45 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be sustained applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall have be liable for the right to participate in, or fees and expenses of counsel employed by giving written notice to the Indemnified Party, Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of any such Third Party Claim within the time period and otherwise in accordance with this Section 7.4(b), the Indemnified Party shall have the sole right to assume the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim include both the Indemnified Party and the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, reasonably determines that if representation by counsel to the Indemnifying Party is Seller, such of both the Indemnifying Party shall not have the right to defend or direct the defense and such Indemnified Party may present such counsel with a conflict of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Partyinterest. In the event that If the Indemnifying Party assumes the defense of any Third Party Claim, subject the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to Section 8.05(b)the Indemnifying Party all witnesses, it shall have the right to take such action as it deems necessary to avoidpertinent records, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim materials and information in the name and on behalf of the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. The Indemnified If the Indemnifying Party shall have the right to participate in assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim with counsel selected if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by it subject the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. If the Indemnified Party assumes the defense, the Indemnified Party may agree to any monetary settlement of, or the entry of any judgment arising from, any such Third Party Claim, but in the absence of the written consent of the Indemnifying Party’s right , which shall not be unreasonably withheld, conditioned or delayed, no settlement shall be determinative of the amount of Losses an Indemnified Party is entitled to control recover pursuant to this Article VII. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the non-controlling parties advised of the status of such Third Party Claim and the defense thereof. The fees non-controlling parties shall reasonably cooperate with and disbursements assist the controlling party in the defense of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Third Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable Claim. The fees and expenses of counsel to the Indemnified Party in each jurisdiction with respect to a Third Party Claim shall be considered Losses for purposes of this Agreement. Notwithstanding the foregoing, no Stockholders or Stockholder Agent shall be entitled to (a) control any claim relating to intellectual property matters or for Taxes for any period after the Closing Date, or (b) settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability of the Company for Taxes for any period (or portion thereof) after the Closing Date, without the prior written consent of Acquiror, which consent shall not be unreasonably withheld. (c) If any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party determines counsel shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from its obligations under this Article VII, except to the extent that the Indemnifying Party is requiredmaterially prejudiced by such failure, and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. (d) If the Indemnifying Party does not notify the Indemnified Party within 30 days following receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall be obligated to pay the amount of such liability to the Indemnified Party on demand, which may be effected as contemplated in Section 7.5(b). If the Indemnifying Party elects not agrees that it has an indemnification obligation but asserts that it is obligated to compromise pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount (including by offset) promptly to the Indemnified Party, without prejudice to or defend such waiver of the Indemnified Party’s claim for the difference. (e) The indemnification required hereunder in respect of a Third Party Claim shall be made, subject to this Section 7.4(e), first by prompt offset against the Indemnity Holdback (by forfeiture and cancellation of the Acquiror Common Stock) in an amount equal to the Losses as determined based upon the Claim Stock Value, or where the Indemnity Holdback is insufficient to cover indemnifiable Losses or a Third Party Claim, fails against any Contingent Payment payable to promptly notify the Indemnified Stockholders, as and when invoices are received by the Indemnifying Party in writing of its election or Losses incurred have been notified to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party mayIndemnifying Party, subject to Section 8.05(b7.4(b) and (c). (f) The Indemnifying Party shall not require that any Action be made or brought against any other Person before Action is brought or claim is made against it hereunder by the Indemnified Party. (g) Notwithstanding the provisions of Section 9.9, pay, compromise, defend such each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim and seek indemnification is brought against any Indemnified Party for purposes of any and all Losses based upon, arising from or relating claim that an Indemnified Party may have under this Agreement with respect to such Third Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party Claim. Seller with respect to such claim anywhere. (h) Any Taxes that are the responsibility of the Stockholders pursuant to Section 7.2 shall be paid to Acquiror or Surviving Corporation no later than five (5) days prior to the due date for the payment of such Taxes but at least ten (10) days after receipt of written notice of the amount of such Taxes, whichever is later, and Buyer to the extent such Taxes are not paid to Acquiror or Surviving Corporation on or prior to the applicable due date, the amount of such Taxes shall cooperate with each other in all reasonable respects in connection with be indemnifiable hereunder and bear interest at the defense rate of ten percent (10%) per annum, commencing on the applicable due date until the date of payment. (i) Pending the resolution or settlement of any Third Party Claimdispute with respect to a claim for indemnification, including making available records relating to the extent of such unresolved dispute, no payment for indemnification must be made and no Stock Consideration that may be the subject of such pending dispute held in the Indemnity Holdback on the date of notification of the indemnification claim shall be forfeited and cancelled nor shall be released to any Indemnified Party, Acquiror or any Stockholder nor shall any amount of Contingent Payment necessary for full recovery of indemnifiable Losses be released. Such dispute shall be deemed to be resolved upon (i) the mutual agreement of Acquiror and the Stockholder Agent, or (ii) a final, non-appealable order, decree or judgment of a court of competent jurisdiction, or if agreed by the parties to such Third Party Claim and furnishingdispute, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending a third party as may be reasonably necessary for the preparation of the defense of such Third Party Claimdispute resolution mechanism.

Procedures. If any (a) Each Person seeking indemnification under this ‎Article 11 (the “Indemnified Party receives Party”) shall give prompt written notice to the Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action made or brought by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such ); provided, that the failure of the Indemnified Party with respect to which the give notice as provided in this ‎Section 11.03‎(a) shall not relieve any Indemnifying Party is obligated of its obligations under ‎Section 11.02, except to provide the extent that such failure actually and materially adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification under this Agreement(taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall give deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably prompt requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, upon delivery of written notice thereof, but in any event not later than to the Indemnified Party within twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to from the Indemnified Party, to be represented by counsel of its choice and, subject to the limitations set forth in this ‎Section 11.03 and ‎Section 11.06 with respect to Environmental Indemnity Matters, to assume control of, and defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such Third Party Claim, but the Indemnified Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense. If the Indemnifying Party elects not to assume, defend against, negotiate, settle or otherwise deal with any Third Party Claim or any Environmental Indemnity Matter pursuant to this ‎Article 11, then the Indemnified Party may assume, defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such Third Party Claim or Environmental Indemnity Matter, at the Indemnifying Party’s sole cost and expense to the extent such costs and expenses constitute indemnifiable Damages hereunder. If the Indemnifying Party shall assume the defense of any Third Party Claim at or the Indemnifying Party’s expense and by the Indemnifying Party’s own counselresolution of any Environmental Indemnity Matter pursuant to this ‎Article 11, and then the Indemnified Party shall cooperate may participate, at his or its own expense, in good faith in the defense of such defenseThird Party Claim or Environmental Indemnity Matter, as applicable; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right be entitled to participate in the any such defense of any Third Party Claim with separate counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified PartyIndemnifying Party if (i) requested by the Indemnifying Party to participate, provided, that if (ii) in the reasonable opinion of counsel to the Indemnified Indemnifying Party, (A) there are legal defenses available to an a material conflict exists between the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between and the Indemnifying Party and that would make such separate representation advisable; provided, further, that the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable entitled to indemnification for the reasonable fees and expenses of counsel to employed by the Indemnified Party in each jurisdiction for any period during which the Indemnified Party determines counsel is required. If the Indemnifying Party elects has not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute assumed the defense of thereof; provided, further, that the Indemnifying Party shall not be required to pay for more than one such Third Party Claim, the counsel for all Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Parties in connection with any Third Party Claim and seek indemnification for any and all Losses based uponor Environmental Indemnity Matter. Notwithstanding the foregoing, arising from the Indemnifying Party shall not be entitled to assume or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with maintain control of the defense of any Third Party Claim or any Environmental Indemnity Matter pursuant to this ‎Article 11 unless (i) prior to doing so, the Indemnifying Party provides a written undertaking to the Indemnified Party whereby the Indemnifying Party acknowledges that, assuming as true the allegations of the Indemnified Party, it is required to indemnify the Indemnified Party with respect to such Third Party Claim, including making available records relating (ii) the Indemnifying Party conducts the defense of the Third Party Claim in a commercially reasonable and diligent manner and (iii) the Third Party Claim does not relate to Taxes, is not brought by a Governmental Body, does not relate to criminal charges, and the relief sought is not primarily limited to monetary damages or if not so limited, the applicable non-monetary remedy would reasonably be expected to be material to the Indemnified Party and its Affiliates. (b) Notwithstanding anything in this ‎Section 11.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment (in each case, such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (other than, for the avoidance of doubt, the payment of the Deductible to the extent applicable), (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party or otherwise impose any sanctions, restrictions or obligations on the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all Liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, violation of Applicable Law culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party makes any payment on any Third Party Claim or in respect of any Environmental Indemnity Matter, then the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits (other than with respect to the PLL policy unless such subrogation is expressly permitted) or other claims of the Indemnified Party with respect to such Third Party Claim or Environmental Indemnity Matter, as applicable. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this ‎Article 11), or the Indemnified Party and furnishingthe Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, without expense (other than reimbursement of actual out-of-pocket expenses) the Indemnified Party shall forward to the defending partyIndemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, management employees and cause their respective Affiliates to cooperate, at the sole cost and expense of the non-defending party Indemnifying Party to the extent such costs and expenses are indemnifiable Damages hereunder, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably necessary requested in connection therewith. (e) Notwithstanding anything to the contrary in this ‎Section 11.03 or ‎Section 11.04, neither this ‎Section 11.03 nor ‎Section 11.04 shall apply to indemnification for a Tax Claim or otherwise with respect to the preparation of the defense of Tax Representations. The procedures for such Third Party Claimindemnification shall be governed solely by ‎Section 8.07(d) and ‎(e).

Procedures. If The following provision shall govern indemnification under this Article IX: (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the Party liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this Article IX, including any pending or threatened claim or demand by a third Person that the Indemnified Party receives notice has determined has given or could reasonably give rise to a right of the assertion or commencement of any Action made or brought by any Person who is not a party to indemnification under this Agreement (including a pending or an Affiliate of threatened claim or demand asserted by a party to this Agreement or a Representative of third Person against the foregoing (Indemnified Party, each a “Third Party Third-Person Claim”) against such Indemnified Party ), describing in reasonable detail the facts and circumstances with respect to which the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party is obligated to provide indemnification from any of its obligations under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligationsArticle IX, except and only to the extent that the Indemnifying Party forfeits rights or defenses is prejudiced by reason of such failure. Such . (b) Upon receipt of a notice by the of a claim for indemnity from an Indemnified Party shall describe pursuant to Section 9.3(a) in respect of a Third-Person Claim, the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate inmay, or by giving written notice to the Indemnified PartyParty delivered within twenty (20) Business Days of the receipt of notice of such Third-Person Claim, to assume the defense and control of any Third Party Claim Third-Person Claim, with its own counsel and at the Indemnifying Party’s expense and by the Indemnifying Party’s its own counselexpense, and but shall allow the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right reasonable opportunity to participate in the defense of any Third Party such Third-Person Claim with its own counsel selected and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third-Person Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the immediately preceding sentence. The Parent or the Acquiror, as the case may be, shall, and shall cause each of its Affiliates and each of its and their Representatives to, cooperate fully with the Indemnifying Party in the defense of any Third-Person Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Person Claim, unless such settlement, compromise, discharge or entry of any judgment does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or judgment (unless otherwise provided in such judgment), (ii) not encumber any of the material assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and (iii) obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, a complete and unconditional release of each Indemnified Party from any and all liabilities in respect of such Third-Person Claim. The Indemnified Party shall not settle, compromise or consent to the entry of any judgment with respect to any claim or demand for which it subject is seeking indemnification from the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party’s right . (c) Notwithstanding anything to control the defense thereofcontrary contained in this Article IX, no Indemnifying Party shall have any liability under this Article IX for any Losses arising out of or in connection with any Third-Person Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party. (d) In the event any Indemnifying Party receives a notice of a claim for indemnity from an Indemnified Party pursuant to Section 9.3(a) that does not involve a Third-Person Claim, the Indemnifying Party shall notify the Indemnified Party within twenty (20) Business Days following its receipt of such notice whether the Indemnifying Party disputes its liability to the Indemnified Party under this Article IX. The fees Indemnified Party shall reasonably cooperate with and disbursements assist the Indemnifying Party in determining the validity of any such counsel shall be at the expense of claim for indemnity by the Indemnified Party. (e) In the event a claim or any Action for indemnification under this Article IX has been finally determined, providedthe amount of such final determination shall be paid (i) if the Indemnified Party is a Licensee, that by the Parent to the Indemnified Party and (ii) if in the reasonable opinion of counsel Indemnified Party is the Parent, by the Acquiror to the Indemnified Party, (A) there are legal defenses in each case on demand in immediately available to funds. A claim or an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party Action, and the Indemnified Party that cannot be waivedliability for and amount of damages therefor, the Indemnifying Party shall be liable deemed to be “finally determined” for purposes of this Article IX when the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party ClaimParties have so determined by mutual agreement or, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreementif disputed, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating when a final non-appealable Governmental Order has been entered into with respect to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimclaim or Action.

Procedures. If any (a) The party seeking indemnification under this Article IX (the “Indemnified Party receives Party”) agrees to give prompt notice (the “Notice of Claim”) to the party from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim by the Indemnified Party, or the commencement of any Action made suit, action or brought proceeding or the assertion of any claim by any Person who is not a third party to in respect of which indemnity may be sought under this Agreement or an Affiliate of a party to this Agreement or a Representative Article IX; provided, however, that no delay on the part of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which in notifying the Indemnifying Party is obligated will relieve the Indemnifying Party of any liability or obligation hereunder, except to the extent that the Indemnifying Party clearly demonstrates that the defense of any third party suit, action or proceeding has been materially prejudiced by the Indemnified Party’s failure to give such notice, or except as provided in Section 9.1. (b) If such Notice of Claim relates to a suit, action or proceeding by a third party, the Indemnifying Party may upon written notice given to the Indemnified Party within twenty (20) days of the receipt by the Indemnifying Party of such Notice of Claim, assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party will have the right to control such defense. The party not controlling such defense may participate therein at its own expense. If the Indemnifying Party elects to assume the defense of any such suit, action or proceeding, the Indemnified Party shall provide indemnification under the Indemnifying Party with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnifying Party in the defense or settlement thereof. Subject to the provisions of Section 9.5(c) below, if the Indemnifying Party shall fail to undertake any such defense, the Indemnified Party shall have the right to undertake and control in its sole discretion the defense or settlement thereof, at the Indemnifying Party’s expense. If the Indemnified Party assumes the defense of any such claim or proceeding pursuant to this AgreementSection 9.5(b) and (i) proposes to settle such claim or proceeding prior to a final judgment thereon, then the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve thereof and the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of settlement or (ii) proposes to forgo any Third Party Claim appeal with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of respect thereto, then the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between shall give the Indemnifying Party prompt written notice thereof and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for have the reasonable fees and expenses of counsel right to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise assume or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute reassume the defense of such Third claim or proceeding. The party controlling such defense will keep the other party advised of the status of such action, suit or proceeding and the defense thereof. (c) Neither the Indemnifying Party Claim, nor the Indemnified Party maywill agree to any settlement of any action, subject suit or proceeding without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. For purposes hereof, a party’s withholding of its consent to Section 8.05(b)any settlement which does not include as a term thereof the giving by the claimant or plaintiff to the other party of a complete, pay, compromise, defend such Third Party Claim unconditional and seek indemnification for any and irrevocable release from all Losses based upon, arising from or relating liability in respect to such Third Party Claim. Seller claim or litigation or which requires action (or limits action) other than the payment of money that would be considered to be Indemnifiable Losses under this Agreement will be deemed to be reasonable. (d) All claims for indemnification asserted pursuant to this Article IX shall be resolved in accordance with the provisions of this Article IX and the Escrow Agreement. (e) Sellers and the Buyer shall cooperate agree for themselves and on behalf of their respective Affiliates that with respect to each indemnification obligation contained in this Agreement or any other in all reasonable respects document executed in connection with the defense transactions contemplated hereby (i) each such obligation shall be net of any Third Tax benefit realized by an Indemnified Party Claimor its Affiliates arising in connection with the accrual, including making available records relating incurrence or payment of the Indemnifiable Loss and increased by any taxes actually payable by, or reduction in taxes actually refunded to, any Indemnified Party or any Affiliate attributable to any amounts paid or payable to any Indemnified Party in connection with such Third indemnifiable claim and (ii) all Indemnifiable Losses shall be net of any third-party insurance payable to or for the benefit of the Indemnified Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) from its own or its Affiliates’ insurance policies in connection with the facts giving rise to the defending partyright of indemnification. As used herein, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of term “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Third Party Claimspecified Person.

Procedures. If any Indemnified Party receives notice Any indemnification of Grifols, Grifols Affiliates, Cadence, or Cadence Affiliates hereunder shall include and extend to the assertion or commencement benefit of any Action made or brought by any Person who is not a party their respective shareholders, directors, officers and employees. Any person that may be entitled to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Agreement (an “Indemnified Party Party”) shall give the Indemnifying Party reasonably prompt written notice thereof, but in to the Person obligated to indemnify it (an “Indemnifying Party”) with reasonable promptness upon becoming aware of any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written facts upon which a claim for indemnification will be based; the notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only set forth such information with respect thereto as is then reasonably available to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume undertake the defense of any claim, demand, suit, action or proceeding by any Third Party Claim at (a “Third Party Claim”) with counsel reasonably satisfactory to the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, Indemnified Party and the Indemnified Party shall cooperate in good faith in such defense; provideddefense and make available all records, that if materials and witnesses reasonably requested by the Indemnifying Party is Sellerin connection therewith at the Indemnifying Party’s expense. If the Indemnifying Party shall have assumed the defense of the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, such the Indemnifying Party shall not have be liable to the right to defend or direct the defense of Indemnified Party for any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction legal or other equitable relief against expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim connection with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel Indemnifying Party shall not be at liable for any Third-Party Claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the expense written consent of the Indemnified PartyParty prior to ceasing to defend, provided, that settling or otherwise disposing of any Third-Party Claim if in as a result thereof the reasonable opinion Indemnified Party would become subject to injunctive or other equitable relief or if the Indemnified Party may reasonably object to such disposition of counsel to such Third-Party Claim based on a continuing adverse effect on the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If any (a) Any party(ies) entitled to indemnification under Section 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party from whom the Indemnified Party receives notice is entitled to seek indemnification (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any Action made suit, action or brought proceeding in respect of which the Indemnified Party is entitled to seek indemnification under Section 11.02 (it being understood that a party’s entitlement to indemnification shall be determined without regard to the application of (i) the Seller General Basket, Seller Environmental Basket and Buyer Basket (collectively, the “Baskets”) and (ii) the Seller Cap and Buyer Cap (collectively, the “Caps”)) and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) Seller shall control and appoint lead counsel for the defense of any claim asserted by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which that is an Excluded Liability. In addition, the Indemnifying Party is obligated shall be entitled to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except control and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume appoint lead counsel for the defense of any Third Party Claim at the Indemnifying Party’s expense and or any Environmental Matter if (i) it is reasonably expected that indemnification payments to be made by the Indemnifying Party’s own counselParty in respect of such Third Party Claim or Environmental Matter in accordance with Section 11.02 (taking into account the Baskets and the Caps) will be greater than the harm suffered by the Indemnified Party as a result of such Third Party Claim, including any injunctive, equitable or other non-monetary relief sought by such third party, (ii) the Indemnifying Party shall acknowledge in writing its obligation to indemnify the Indemnified Party for any Damages relating to such Third Party Claim or Environmental Matter (subject to the limitations on indemnification set forth in this Article 11, including the Baskets and the Caps) and (iii) the Indemnifying Party shall notify the Indemnified Party that it has elected to assume such defense promptly but in any event within 30 days after receipt of the notice with respect to such Third Party Claim referred to in Section 11.02(a) or, with respect to Environmental Matters, in a timely manner given the facts and circumstances and changes thereto or development thereof over time (it being understood that the Indemnified Party shall cooperate in good faith in be entitled to take such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right actions as may be required to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject including if necessary seeking extensions of time to Section 8.05(brespond to pleadings and the like, prior to the receipt of such acknowledgement within the 30-day period referred to above), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right be entitled to participate in control and appoint lead counsel for the defense of any Third Party Claim with counsel selected by it subject if the Indemnifying Party is not entitled to, or fails to, elect to assume the defense of such claim pursuant to the foregoing sentence, or thereafter if the Indemnifying Party’s right Party fails or ceases to control prosecute such claim with reasonable diligence. (c) The party controlling the defense thereofof any Third Party Claim or Environmental Matter in accordance with the provisions of this Section 11.03 (the “Controlling Party”) (i) shall pay all the costs of such defense (including attorneys’ fees), provided that if the Indemnified Party is the Controlling Party, then such costs shall be considered Damages arising out of such Third Party Claim for purposes of Section 11.02, and (ii) shall obtain the prior written consent of the other party (the “Non-Controlling Party”) before entering into any settlement of such Third Party Claim or Environmental Matter, such consent not to be unreasonably withheld (A) if the settlement does not impose injunctive or other equitable relief against the Non-Controlling Party or (B) with respect to Environmental Matters, if the settlement is consistent with the terms of Section 11.03(g). The Non-Controlling Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and disbursements expenses of such separate counsel shall be at paid by the expense of the Indemnified Non-Controlling Party, provided, that if unless in the reasonable opinion judgment of counsel to the Indemnified Party, (A) Non-Controlling Party there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists is a conflict of interest between the Indemnifying Controlling Party and the Indemnified Party that cannot be waivedNon-Controlling Party, the Indemnifying Party shall be liable for the reasonable in which case such fees and expenses of counsel to shall be paid by the Controlling Party (provided that if the Indemnified Party in each jurisdiction is the Controlling Party, then such fees and expenses shall be considered Damages arising out of such Third Party Claim for purposes of Section 11.02). In any Third Party Claim where an Indemnified Party is the Non-Controlling Party and which involves any material customer or supplier of the Indemnified Party determines counsel is required. If or its Affiliates, such participation shall in any event include the Indemnifying right of the Non-Controlling Party elects not to compromise or defend engage in direct discussions with the other parties to such Third Party Claim, fails including discussions concerning the claim and the potential resolution thereof; provided that (1) such participation right shall not alter the rights of the Controlling Party to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute control and direct the defense of such Third Party Claim, including the Indemnified right to reject or accept any resolution proposed by the Non-Controlling Party mayin such Controlling Party’s sole discretion, subject and (2) the Non-Controlling Party shall disclose to Section 8.05(b)such other parties that in conducting any such discussions, pay, compromise, defend such Third the Non-Controlling Party Claim is acting on its own behalf and seek indemnification for not as a Representative of the Controlling Party and the Non-Controlling Party is not authorized to agree to any and all Losses based upon, arising from or relating settlement with respect to such Third Party Claim. Seller With respect to any Third Party Claim relating to the Specified Matters, the Controlling Party shall retain the legal counsel identified in Section 11.03(c) of the Disclosure Schedule with respect thereto and Buyer shall cooperate with each other not replace or discharge such counsel absent good cause. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in all reasonable respects the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. In furtherance and not in limitation of the foregoing, in connection with the defense of any Third Party Infringement Claim, including Buyer shall, to the extent requested by Seller, assert (or, in Buyer’s sole discretion, allow Seller to assert on its behalf) against the Person making available records such Infringement Claim any claims for infringement or misappropriation of Business Intellectual Property Rights for which there is a reasonable basis in law and fact. A Controlling Party shall, to the extent requested by the Non-Controlling Party, (i) keep the Non-Controlling Party reasonably informed relating to the progress of any significant matter (including providing the Non-Controlling Party with periodic summaries of the status of such Third Party Claim and furnishingthe amounts spent with respect thereto and copies of all material plans, without expense reports and external correspondence and notifying the Non-Controlling Party of, and giving the Non-Controlling Party the opportunity to attend, scheduled voice or in-person conferences with regulators or other third parties) and (other than reimbursement ii) provide the Non-Controlling Party with a reasonable period of actual out-of-pocket expensestime, given the specific circumstances, to permit such party to comment on any material proposed actions, and to consider in good faith any such comments. (e) Each Indemnified Party must mitigate as required by Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the defending party, management employees Indemnifying Party the extent of the nonvalue of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use its reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 11.02. (g) In addition to the provisions set forth in Section 11.03(a), 11.03(b), 11.03(c), 11.03(e) and 11.03(f) above, with respect to any matter for which Buyer or its Affiliates seek indemnification relating to a Warranty Breach of Section 3.20, an Excluded Environmental Liability, an Identified Environmental Liability or any other environmental matter otherwise subject to indemnification under the terms of this Agreement (“Environmental Matters”): (i) Except as set forth in Section 11.03(b), Buyer will retain the defense, control and resolution of any Environmental Matters, including disclosure, investigation, negotiation, performance and settlement of such matters. With respect to any Environmental Matters, the Controlling Party shall, to the extent requested by the Non-defending Controlling Party, (1) keep the other party reasonably informed relating to the progress of any significant matter (including providing the Non-Controlling Party with copies of all material plans, reports and external correspondence and notifying the other party of, and giving the Non-Controlling Party the opportunity to attend, scheduled voice or in-person conferences with regulators or other third parties), (2) provide the other party with a reasonable period of time, given the specific circumstances, to permit such party to comment on any material proposed actions, and to consider in good faith any such comments and (3) not unreasonably interfere with the ordinary course operation of the business at any Real Property or with the continuing use of the Real Property in the manner being used as of the Closing Date; (ii) Buyer agrees to, and shall cause its Affiliates to, cooperate with Seller in providing all necessary and reasonably requested access to properties, facilities, employees and records and timely providing Seller with copies of all communications relating to such matter received from any Governmental Authority or third party; (iii) Each party agrees to cooperate, and to cause their respective Affiliates to cooperate, in the defense or prosecution of any Environmental Matter and shall provide to the other party with copies of any and all material environmental audits, studies, action plans, tests and communications with any Governmental Agency or third party relating to investigatory, remedial or other activities with respect to any property which may be reasonably necessary subject to a claim for indemnification for any Environmental Matters; (iv) Seller’s obligation to indemnify Buyer or any of its Affiliates shall be limited to those Damages which must be incurred, based upon (1) the preparation use of a reasonable and cost-effective method available under the circumstances and (2) the industrial or commercial use of the defense property as of the Closing Date, to meet, in a reasonably cost-effective manner, the requirements of any applicable Environmental Law or to meet the demands of any applicable Governmental Authority or as required by any judicial or administrative resolution, order or settlement agreement of a Third Party Claim otherwise complying with the terms of this Agreement. To the extent necessary to achieve the purposes set forth in this Section, Buyer and its Affiliates agree that engineering or institutional controls and a deed or other restriction are each a reasonable cost-effective method, so long as such control or restriction does not materially limit the industrial or commercial activities being performed on the applicable property as of the Closing Date. (v) Seller shall have no liability under this Agreement for any Damages relating to Environmental Matters to the extent arising out of any sampling of the soil or groundwater or any disclosure, report, or communication to any Governmental Authority or third party by Buyer or any of its Affiliates (or by a Third Party Buyer of any Real Property as described in clause (B) below), or out of the initiation or encouragement by Buyer or any of its Affiliates of any action by any Governmental Authority or third party unless: (A) Buyer or any of its Affiliates reasonably believes it must investigate, take action, initiate or encourage any such action due to (1) the requirements of any applicable law, including any Environmental Law, (2) a need to respond to any Third Party Claim against Buyer or its Affiliates, (3) the discovery of a condition first identified as a result of construction activities which would have been undertaken in the ordinary course of operating the site in the manner in which it is operating as of the Closing Date, in the absence of an indemnity or (4) the discovery of a condition in the ordinary course of operating the site in the manner in which it is operating as of the Closing Date which condition, if unaddressed, would reasonably be expected to result in a material Third Party Claim or imminent and substantial risk to human health; (B) Buyer or any of its Affiliates reasonably believes that it (or any Third Party Buyer) must investigate, take action, initiate or encourage any such action to meet the demands of a reasonable third party buyer or its financing parties (collectively, “Third Party Buyers”) in connection with the sale of the applicable Real Property to such third party or any other transaction involving the direct or indirect transfer of, or related encumbrance on, the applicable Real Property; provided that the liability of Seller under this Agreement for any Damages for any Environmental Matters triggered by such Third Party ClaimBuyer requirement shall be limited to 50% of any Damages incurred by Buyer or its Affiliates, to be determined after the application of the Baskets and Caps; and (C) Buyer or any of its Affiliates investigates, takes action, initiates or encourages any such action other than as described above, in which case the liability of Seller under this Agreement for any Damages relating to Environmental Matters triggered by such investigation, action, initiation or encouragement shall be limited to 20% of any Damages incurred by Buyer or its Affiliates, to be determined after the application of the Baskets and Caps.

Procedures. If any (a) Promptly after a Person entitled to indemnification hereunder (the “Indemnified Party receives Party”) has received notice of the assertion or commencement has Knowledge of any Action made Third Party claim or brought by any Person who is not a party to this Agreement proceeding, or an Affiliate of a party to this Agreement threatened claim or a Representative of the foregoing proceeding (a “Third Party Claim”) against which could result in a Loss for which such Indemnified Party with respect may be entitled to which the Indemnifying Party is obligated to provide indemnification under this AgreementArticle 11, the Indemnified Party shall give promptly deliver to the Party against whom indemnification is sought under this Article 11 (the “Indemnifying Party reasonably prompt Party”) written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim (the “Claim Notice”), which Claim Notice shall include, to the extent known, the nature and basis of such Third Party Claim. The failure to give such prompt written notice shall not, the basis for indemnification hereunder and the amount in dispute under action, claim or proceeding; provided, however, relieve that the failure of the Indemnified Party to provide the Claim Notice shall not release or waive the Indemnifying Party of from its indemnification obligations, obligations to the Indemnified Party under this Article 11 except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason is prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, . (b) Following receipt of the Loss that has been or may be sustained by Claim Notice, the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, may elect at any time to assume and thereafter conduct the defense and settlement of any Third Party Claim at subject to any such indemnification claim with counsel of the Indemnifying Party’s expense choice and by the Indemnifying Party’s own counselto settle or compromise any such Third Party Claim, and the Indemnified Party shall cooperate in good faith in all respects with the conduct of such defense; provided, that if defense by the Indemnifying Party is Seller, such Indemnifying Party shall not have and/or the right to defend or direct the defense settlement of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authoritythe Indemnifying Party; provided, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event however, that the Indemnifying Party assumes will not approve of the defense entry of any Third Party Claim, subject judgment or enter into any settlement or compromise with respect to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld or delayed), unless the terms of such settlement provide for a complete release of the claims that are the subject of such action, claim or proceeding in the name and on behalf favor of the Indemnified Party. The Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in control the defense of of, and the Indemnifying Party shall not be entitled to assume the defense of, any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and seeks relief other than monetary damages against the Indemnified Party and that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be waivedseparated from any related claim for money damages. (c) The Parties agree to cooperate fully in connection with the defense, negotiation or settlement of any claim for indemnification arising from a Third Party Claim. Such cooperation will include the retention and, upon the request of the party defending, negotiating or settling the claim, the Indemnifying Party shall be liable for the reasonable fees provision to such party of records and expenses of counsel information which are reasonably relevant to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, and making employees and other Representatives reasonably available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. (d) If the Indemnifying Party fails or refuses to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute undertake the defense of such Third Party ClaimClaim within thirty (30) calendar days after the claim for indemnification has been tendered to the Indemnifying Party by the Indemnified Party, pursuant to and in accordance with Section 11.5(b), or if the Indemnifying Party later fails to conduct in good faith the defense or withdraws from such defense, the Indemnified Party mayshall have the right to (i) undertake the defense of such claim with counsel of its own choosing, subject with the Indemnifying Party being responsible for the reasonable costs and expenses of such defense as Losses hereunder if and to Section 8.05(b)the extent that such claim is a claim for which such Indemnified Party is entitled to be defended, payindemnified, held harmless or reimbursed under this Article 11, and (ii) settle or compromise, defend or attempt to settle or compromise, the Third Party Claim; provided, however, that the Indemnified Party shall not settle or compromise such Third Party Claim and seek indemnification for any and all Losses based uponwithout the Indemnifying Party’s prior written consent (which shall not be unreasonably withheld, arising from conditioned or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimdelayed).

Procedures. If any Any Party seeking indemnification under this Article X (the “Indemnified Party”) shall give prompt notice to the Party receives notice against whom indemnity is sought (the “Indemnifying Party”) of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative claim for indemnification hereunder; provided that no delay on the part of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which in notifying the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligationsany Liability hereunder, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurehas been prejudiced thereby. Such notice by If the Indemnified Party shall describe the claim for indemnification relates to a Third Party Claim in reasonable detailClaim, shall include copies of all material written evidence thereof and shall indicate the estimated amountIndemnifying Party may, if reasonably practicableit so elects, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume in and control the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s its own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Partyexpense. In the event that If the Indemnifying Party assumes control of the defense of any Third Party Claim, subject the Indemnifying Party shall not be liable under this Article X for any fees or any other expenses with respect to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any defense of such Third Party Claim in the name and on behalf of incurred by the Indemnified Party. The Party or any compromise or settlement effected by the Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to without the Indemnifying Party’s right to control written consent. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense thereof. The fees and disbursements of such counsel shall be at the expense of a Third Party Claim, (a) if the Indemnified Party, provided, Party reasonably determines in good faith that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal may be defenses available to an such Indemnified Party that are different from or additional to those available to the Indemnifying Party; Party or (Bb) the Indemnified Party’s counsel advises the Indemnified Party in writing, with a copy delivered to Seller, that there exists is a conflict of interest between the Indemnifying Party and that could make it inappropriate or inadvisable under applicable standards of professional conduct to have common counsel, then the Indemnified Party that canmay, by written notice to the Indemnifying Party, at its own expense, participate in, but not be waivedcontrol, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to defense, compromise or defend settlement of such Third Party Claim, fails provided that the Indemnified Party shall not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its consent. The Party controlling the defense of any third party suit, action or proceeding shall keep the other Party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto. Notwithstanding anything to promptly notify the contrary in this Agreement, if a settlement offer solely for money damages is made by a third party and the Indemnifying Party notifies the Indemnified Party in writing of its election the Indemnifying Party’s willingness to defend as provided accept the settlement offer and pay the total amount called for by such offer (subject to the limitations in Section 10.3 of this Agreement), or fails and the Indemnified Party declines to diligently prosecute accept such offer, the defense of Indemnified Party may continue to contest such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense free of any Third Party Claimparticipation by the Indemnifying Party, including making available records relating and the amount of any ultimate liability with respect to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) that the Indemnifying Party has an obligation to pay hereunder shall be limited to the defending party, management employees lesser of (A) the amount of the non-defending party as may be reasonably necessary for settlement offer that the preparation Indemnified Party declined to accept or (B) the aggregate Damages of the defense of Indemnified Party with respect to such Third Party ClaimClaim (subject to the limitations in Section 10.3 of this Agreement).

Procedures. If Claims for indemnification under Section 10.1 will be asserted and resolved as follows: (a) Any Purchaser Indemnitee or Seller Indemnitee seeking indemnification under Section 10.1 (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such in respect of any matter that is subject to indemnification under Section 10.1 will (i) promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim (and in any event within 15 days of the date on which the Indemnified Party knows of the Third Party Claim), and (ii) as promptly as practicable transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to which such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and an estimate of any Damages suffered with respect thereto (if reasonably determinable). Notwithstanding the foregoing, the delay or failure to give the notice provided in this Section 10.2(a) will not relieve the Indemnifying Party is obligated to provide indemnification of its obligations under this AgreementArticle X, except to the extent such Indemnifying Party is actually prejudiced by such delay or failure. (b) Subject to the remainder of this Section 10.2(b), the Indemnifying Party will have the right to defend the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of against such Third Party Claim. The failure Indemnifying Party will promptly notify the Indemnified Party (and in any event within 15 days after having received any Claim Notice) with respect to give whether or not it is exercising its right to defend the Indemnified Party against such prompt written notice shall not, however, relieve Third Party Claim to the extent the Indemnifying Party is permitted to assume the defense of its indemnification obligations, except and only such Third Party Claim pursuant to the extent terms hereof. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party forfeits rights or defenses by reason elects to assume the defense of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, (which such election shall include copies of all material written evidence thereof serve as a waiver and shall indicate preclude the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall from disputing whether such claim is an indemnifiable Damage under this Article X), then the Indemnifying Party will have the right to participate in, or defend such Third Party Claim with counsel selected by giving written notice the Indemnifying Party which counsel must be reasonably acceptable to the Indemnified Party (provided that ▇▇▇▇▇ Day is deemed acceptable if Parent is the Indemnifying Party and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP is deemed acceptable if Purchaser is the Indemnifying Party), in all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party subject to and in accordance with this Section 10.2(b). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim at if (x) the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an order, injunction or other equitable relief against the Indemnified PartyParty that the Indemnified Party reasonably determines, after conferring with its outside counsel, is material to the Indemnified Party and cannot be separated from any related claim for money damages (provided that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages), or (y) such Third Party Claim relates to or arises in connection with a criminal proceeding. In Subject to the event foregoing, the Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that neither the Indemnified Party nor the Indemnifying Party will enter into any settlement agreement without the prior written consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent will not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim of all Indemnified Parties affected by the Third Party Claim, (ii) the settlement does not involve any non de-minimis non-monetary relief, (iii) the settlement agreement does not contain any admission of fault or misconduct and (iv) the full amount of the Damages related to such Third Party Claim are paid by the Indemnifying Party or its Affiliates or a third party (other than an insurer of Purchaser or its Affiliates). The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.2(b), and the Indemnified Party will bear its own costs and expenses with respect to such participation; provided that the Indemnified Party shall be entitled to reimbursement for the reasonable fees and expenses of its own legal counsel if (A) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (B) the Indemnifying Party and the Indemnified Party are parties to or the subjects of such Third Party Claims and potential conflicts of interest exist between the Indemnified Party and the Indemnifying Party as advised by outside counsel. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party assumes elects to defend the defense Indemnified Party pursuant to Section 10.2(b) within 30 days after receipt of any Third Claim Notice (or notifies the Indemnified Party Claim, subject within such time period that it elects not to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of defend the Indemnified Party. The ) or fails to prosecute the defense diligently after notice and failure to cure, then the Indemnified Party shall have the right to participate defend itself against the applicable Third Party Claim, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the defense of any Third Party Claim with counsel selected by it subject the Indemnified Party, in all appropriate proceedings, which proceedings will be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party will have the right to defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s right to control the defense thereofconsent (which consent will not be unreasonably withheld, conditioned or delayed). The fees Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.2(c), and disbursements of the Indemnifying Party will bear its own costs and expenses with respect to such counsel shall be participation. (d) If requested by a Party, the other Party agrees, at the sole cost and expense of the Indemnified requesting Party, provided, that if in to reasonably cooperate with the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying requesting Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of its counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of contesting any Third Party Claim, including making available records relating providing reasonable access to such Third Party Claim documents, records, information and furnishingpersonnel for conferences, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending partydiscovery, management employees of the non-defending party proceedings, hearings, trials or appeals as may be reasonably necessary requested by the requesting Party. (e) A claim for indemnification for any matter not involving a Third Party Claim will be asserted by notice to the preparation Party from whom indemnification is sought as promptly as practicable after the date on which the Indemnified Party knows or reasonably should have known of facts giving rise to the claim for indemnification, which notice will describe in reasonable detail the nature of the defense claim and the basis of the Indemnified Party’s request for indemnification under this Agreement and will include, to the extent estimable, a reasonable estimate of the Damages suffered with respect thereto (if reasonably determinable). Notwithstanding the foregoing, the delay or failure to give the notice provided in this Section 10.2(e) will not relieve the Indemnifying Party of its obligations under this Article X, except to the extent such Third Indemnifying Party Claimis actually prejudiced by such delay or failure.

Procedures. If (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against ), such Indemnified Party shall deliver notice thereof to the Stockholder Representative, on behalf of the Stockholders, or to the Acquiror, as applicable (the “Indemnifying Party”), with respect to which reasonable promptness after receipt by such Indemnified Party of written notice of the Third Party Claim and shall provide the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give with such information with respect thereto as the Indemnifying Party may reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claimrequest. The failure to give provide such prompt written notice shall notnotice, however, relieve shall not release the Indemnifying Party from any of its indemnification obligations, obligations under this Article VII except and only to the extent that the Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failure. Such notice by . (b) If the Indemnifying Party acknowledges in writing its obligation, and upon demonstration (reasonably satisfactory to the Indemnified Party) of its financial capacity, to indemnify the Indemnified Party shall describe the against any and all Losses that may result from a Third Party Claim in reasonable detailpursuant to the terms of this Agreement, the Indemnifying Party shall include copies have the right, upon written notice to the Indemnified Party within 15 days of all material written evidence thereof and shall indicate receipt of notice from the estimated amount, if reasonably practicable, Indemnified Party of the Loss that has been or may commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be sustained applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. The Indemnifying Party shall have be liable for the right to participate in, or fees and expenses of counsel employed by giving written notice to the Indemnified Party, Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of any such Third Party Claim at within the Indemnifying Party’s expense time period and by otherwise in accordance with the Indemnifying Party’s own counselfirst sentence of this Section 7.4(b), and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the sole right to defend or direct assume the defense of any and to settle such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified PartyClaim. In the event that If the Indemnifying Party assumes the defense of any such Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel and to participate in the defense of any Third Party Claim with counsel selected by it subject to thereof, but the Indemnifying Party’s right to control the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, provided(ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that if in the reasonable opinion of representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party, (A) there are Party may present such counsel with a conflict of interest or that one or more legal defenses available to an the Indemnified Party that are different from or additional to those available to the Indemnifying Party; Party or (Biii) there exists a conflict of interest between the Indemnifying Party and the Indemnified is not defending such Third Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party Claim in each jurisdiction for which the Indemnified Party determines counsel is requiredgood faith. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with assumes the defense of any Third Party Claim, including making the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available records to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim and furnishingif such settlement, without expense compromise or judgment (other than reimbursement A) involves a finding or admission of actual out-of-pocket expenseswrongdoing, (B) to does not include an unconditional written release by the defending party, management employees claimant or plaintiff of the non-defending party as may be reasonably necessary for the preparation of the defense Indemnified Party from all liability in respect of such Third Party ClaimClaim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) The indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, together with interest on any amount not repaid as necessary to the Indemnified Party by the Indemnifying Party within ten Business Days after receipt of notice of such Losses, from the date such Losses have been notified to the Indemnifying Party, at the rate of interest of 5% per annum. (d) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party does not notify the Indemnified Party within 10 Business Days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (f) Notwithstanding the provisions of Section 8.10, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. If (a) In order for a Purchaser Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any third party against the Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”), such Purchaser Indemnitee shall deliver notice thereof to the Party against whom indemnity is sought (the “Indemnifying Party”) against promptly after receipt by such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt Purchaser Indemnitee of written notice thereofof the Third Party Claim attaching, but in any event not later than twenty (20) Business Days after receipt of such notice if applicable, a copy of such Third Party Claim. The failure to give provide such prompt written notice shall notnotice, however, relieve shall not release the Indemnifying Party from any of its indemnification obligations, obligations under this Article VI except and only to the extent that the Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failure. Such notice by . (b) If the Indemnified Indemnifying Party shall describe acknowledges in writing its obligation to indemnify the Purchaser Indemnitee against any and all Losses that may result from a Third Party Claim in reasonable detailpursuant to the terms of this Agreement, the Indemnifying Party shall include copies have the right, upon written notice to the Purchaser Indemnitee within ten (10) days of all material written evidence thereof and shall indicate receipt of notice from the estimated amount, if reasonably practicable, Purchaser Indemnitee of the Loss that has been or may commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be sustained applied against any indemnity limitation herein) with counsel selected by the Indemnified PartyIndemnifying Party and satisfactory to the Purchaser Indemnitee. The Indemnifying Party shall have be liable for the right fees and expenses of counsel employed by the Purchaser Indemnitee for any period during which the Indemnifying Party has failed to participate in, or by giving written notice to assume the Indemnified Party, defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of any such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 6.3(b), the Purchaser Indemnitee shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Purchaser Indemnitee shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the Indemnifying Party’s expense and of the Purchaser Indemnitee unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party’s own counsel, or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Purchaser Indemnitee and the Indemnifying Party, and the Indemnified Party shall cooperate in good faith in such defense; provided, Purchaser Indemnitee reasonably determines that if representation by counsel to the Indemnifying Party is Seller, such of both the Indemnifying Party shall not have the right to defend or direct the defense and such Purchaser Indemnitee may present such counsel with a conflict of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Partyinterest. In the event that If the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b)the Purchaser Indemnitee shall, it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to at the Indemnifying Party’s right to control expense, cooperate with the Indemnifying Party in such defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those make available to the Indemnifying Party; Party all witnesses, pertinent records, materials and information in the Purchaser Indemnitee’s possession or (B) there exists a conflict of interest between under its control relating thereto as is reasonably required by the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is requiredParty. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with assumes the defense of any Third Party Claim, including making available records relating the Indemnifying Party shall not, without the prior written consent of the Purchaser Indemnitee, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim and furnishingif such settlement, without expense compromise or judgment (other than reimbursement x) involves a finding or admission of actual out-of-pocket expenseswrongdoing, (y) to does not include an unconditional written release by the defending party, management employees claimant or plaintiff of the non-defending party as may be reasonably necessary for the preparation of the defense Purchaser Indemnitee from all liability in respect of such Third Party Claim, or (z) imposes equitable remedies or any obligation on the Purchaser Indemnitee other than solely the payment of money damages for which the Purchaser Indemnitee shall be indemnified hereunder. (c) The indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Indemnifying Party of the amount of Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party. (d) No Indemnifying Party shall be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by a Purchaser Indemnitee. (e) Notwithstanding the provisions of Section 6.3(b), each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an action in respect of a Third Party Claim is brought against any Purchaser Indemnitee for purposes of any claim that a Purchaser Indemnitee may have under this Agreement with respect to such action or the matters alleged therein and agrees that process may be served on the Indemnifying Party with respect to such claim anywhere. (f) In the event any Purchaser Indemnitee should have a claim against an Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Purchaser Indemnitee, the Purchaser Indemnitee shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Purchaser Indemnitee or otherwise than pursuant to this Article VI. (g) If the Indemnifying Party does not notify the Purchaser Indemnitee within ten (10) days following the Indemnifying Party’s receipt of an Indemnification Claim that the Indemnifying Party disputes its liability thereunder, the claim specified in such Indemnification Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder and shall be paid upon demand of the Purchaser Indemnitee by the Indemnifying Party or by the Escrow Agent pursuant to the Escrow Agreement, as applicable. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed in the Indemnification Claim, such lesser amount shall be conclusively deemed a liability of the Indemnifying Party hereunder and shall be paid upon demand of the Purchaser Indemnitee by the Indemnifying Party or by Escrow Agent pursuant to the Escrow Agreement, as applicable, without prejudice to or waiver of the Indemnified Party’s claim for the difference. If the Indemnifying Party notifies the Purchaser Indemnitee in writing within ten (10) days following the Indemnifying Party’s receipt of an Indemnification Claim that the Indemnifying Party disputes all or a portion of its liability thereunder, either Party may seek to resolve the matter in accordance with the terms of Section 7.12 hereof; provided however, that the fourteen (14) day period referred to in Section 7.12(b) shall be reduced to five (5) days.

Procedures. If any The party claiming indemnification pursuant to this Section 8 (the "Indemnified Party receives notice of Party") shall promptly notify the assertion or commencement party providing indemnification pursuant to this Section 8 (the "Indemnifying Party") of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate such claim of a party to this Agreement or a Representative of the foregoing which it becomes aware and shall: (a “Third Party Claim”i) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselexpense, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if provide reasonable cooperation to the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct in connection with the defense or settlement of any such Third Party Claim that claim, and (xii) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against at the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim’s expense, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right be entitled to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereofsuch claim. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel permitted to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with solely control the defense of any Third such claim or action and all negotiations for its settlement or compromise; provided, however, that (i) no settlement or compromise affecting the financial or legal obligations of any Indemnified Party Claimshall be entered into or agreed to without such Indemnified Party’s prior written approval, including making available records relating which approval shall not be unreasonably withheld, unless such settlement contains a release by the claimant or the plaintiff of such Indemnified Party, its Affiliates, officers, directors, employees, representatives, and agents from liability in respect of such claim or action and (ii) such Indemnified Party has the right to such Third Party Claim and furnishingparticipate, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending partyat its own expense, management employees of the non-defending party as may be reasonably necessary for the preparation of in the defense and/or settlement of any such claim or action in order to protect its own interests, provided, however, that such Indemnified Party shall not enter into or agree to any settlement or compromise affecting the financial or legal obligations of any Indemnifying Party without such Indemnifying Party's prior written approval, which approval shall not be unreasonably withheld, unless such settlement contains a release by the claimant or the plaintiff of such Third Party ClaimIndemnifying Party, and its officers, directors, employees, representatives, and agents from liability in respect of such claim or action.

Procedures. If Each party entitled to indemnification under this Section 4.7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice as provided herein shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to not assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party for matters as to which there is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedindemnified Parties or separate and different defenses. No Indemnifying Party, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claimsuch claim or litigation, including making available records relating 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 Third Indemnified Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) a release from all liability in respect to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimclaim or litigation.

Procedures. If any Indemnified Party receives (a) The party seeking indemnification under Section 11.02 (the "INDEMNIFIED PARTY") agrees to give prompt notice to the party against whom indemnity is sought (the "INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any Action made suit, action or brought by any Person who is not a party to this Agreement or an Affiliate proceeding ("CLAIM") in respect of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against which indemnity may be sought under such Indemnified Party with respect to which Section and will provide the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give such information with respect thereto that the Indemnifying Party may reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claimrequest. The failure to give such prompt written notice so notify the Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except and only to the extent that such failure shall have adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party forfeits rights or defenses by reason shall deliver to the Indemnifying Party, promptly following the Indemnified Party's receipt thereof, copies of such failure. Such notice all notices and documents (including court papers) received by the Indemnified Party shall describe the relating to a Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof other than those notices and shall indicate documents separately addressed to the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Indemnifying Party. . (b) The Indemnifying Party shall have the right be entitled to participate inin the defense of any Claim asserted by any third party ("THIRD PARTY CLAIM") and, or by giving written notice subject to the Indemnified Partylimitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim at in accordance with the provisions of this Section 11.03, (i) the Indemnifying Party’s expense and by Party shall obtain the Indemnifying Party’s own counsel, and prior written consent of the Indemnified Party (which shall cooperate in good faith in not be unreasonably withheld) before entering into any settlement of such defense; providedThird Party Claim, that if the Indemnifying settlement does not release the Indemnified Party is Seller, such Indemnifying Party shall not have the right from all liabilities and obligations with respect to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction the settlement imposes injunctive or other equitable relief against the Indemnified Party. In Party and (ii) the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right be entitled to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification to employ separate counsel of its choice for any such purpose. The fees and all Losses based uponexpenses of such separate counsel shall be paid by the Indemnified Party. Each party shall cooperate, arising from or relating and cause their respective Affiliates to such Third Party Claim. Seller and Buyer shall cooperate with each other cooperate, in all reasonable respects in connection with the defense or prosecution of any Third Party Claim, including making available records relating to such Third Party Claim and furnishingshall furnish or cause to be furnished such records, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending partyinformation and testimony, management employees of the non-defending party and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably necessary for the preparation of the defense of such Third Party Claimrequested in connection therewith.

Procedures. If Claims for indemnification under this Agreement (other than claims relating to Taxes, which shall be governed exclusively by Section 4.8(f)) shall only be asserted and resolved as follows: -61- (a) Any Company Indemnitee or Retained Group Indemnitee claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified in respect of any matter that is subject to indemnification under this Article 5 shall promptly as reasonably practical notify the other Party with respect (the “Indemnifying Party”) of the Third Party Claim and transmit to which the Indemnifying Party is obligated to provide indemnification under this Agreementa written notice (a “Claim Notice”) stating the nature, basis, the Indemnified Party amount thereof (to the extent known or estimated, which amount shall give not be conclusive of the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice final amount of such Third Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. The failure Failure to give such prompt written notice shall not, however, notify the Indemnifying Party in accordance with this Section 5.5(a) will not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent any liability that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or it may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, except to the extent the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such notice. (b) Except as provided in Section 5.5(d), an Indemnifying Party may elect at any time to assume and thereafter conduct the defense of any Third Party Claim at with counsel of the Indemnifying Party’s expense choice and to settle or compromise any such Third Party Claim, and each Indemnified Party shall reasonably cooperate in all respects with the conduct of such defense by the Indemnifying Party or the settlement of such Third Party Claim by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, however, that if (x) prior to assuming control of such defense, the Indemnifying Party is Seller, such Indemnifying Party shall not must (i) acknowledge that it would have the right to defend or direct the defense of any an indemnity obligation for Damages resulting from such Third Party Claim that as provided under this Article 5 and (xii) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against furnish the Indemnified Party. In the event Party with reasonable evidence that the Indemnifying Party assumes has adequate resources to defend the defense Third Party Claim and fulfill its indemnity obligations hereunder and (y) the Indemnifying Party will not approve the entry of any judgment or enter into any settlement or compromise with respect to such Third Party ClaimClaim without the Indemnified Party’s prior written approval (not to be unreasonably withheld, subject to Section 8.05(bconditioned or delayed), it shall have unless the right to take terms of such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any settlement provide for a complete release of the claims that are the subject of such Third Party Claim in the name and on behalf favor of the Indemnified PartyParty and do not impose any obligation or liability on the Indemnified Party (other than any obligation or liability that is de minimis in nature). If the Indemnified Party gives an Indemnifying Party notice of a Third Party Claim and the Indemnifying Party does not, within thirty (30) calendar days after such notice is given or if the legal term to provide the response is twenty (20) days or shorter, then within the first half of the legal term to provide such response, give notice to the Indemnified Party of its election to assume the defense of the Third Party Claim and thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of such Third Party Claim; provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) unless the terms of such settlement provide for a complete release of the claims that are the subject of such Third Party Claim in favor of the Indemnifying Party and do not impose any obligation or liability on the Indemnified Party (other than any obligation or liability that is de minimis in nature). (c) The Indemnified Party or Indemnifying Party, as the case may be, that is not controlling such defense shall have the right right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject it; provided that in the following circumstances the Indemnifying Party shall pay the reasonable fees and expenses of such separate counsel: (x) to the Indemnifying Party’s right extent incurred by the Indemnified Party prior to the date that the Indemnified Party assumes control of the defense thereof. The fees of the Third Party Claim or (y) if the Indemnified Party is advised by counsel that there is a conflict of interest between the Indemnifying Party and disbursements the Indemnified Party in the conduct of the defense of such counsel shall claim or there may be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel one or more defenses or claims available to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between Party and that could be materially adverse to the Indemnifying Party and Party. In the Indemnified Party that cannot be waivedcase of the foregoing clause (y), the Indemnifying Party shall be liable for keep the reasonable fees Indemnified Party reasonably informed with respect to such Third Party Claim and expenses of counsel to reasonably cooperate with the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is requiredconnection therewith. If the Indemnifying Party elects agrees in writing not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute control the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b)clause (b) above, pay, compromise, defend control the defense of such Third Party Claim with counsel of its choosing, and seek indemnification the Indemnifying Party shall be liable for any the reasonable fees and all Losses based upon, arising from expenses of such counsel to the Indemnified Party. (d) The Indemnifying Party shall not be entitled to assume or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with maintain control of the defense of any Third Party Claim, including making available records relating Claim if and to such the extent the Third Party Claim and furnishingrelates to or arises in connection with any criminal proceeding, without expense (other than reimbursement action, indictment, allegation or investigation, the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of actual out-of-pocket expenses) to its Affiliates, their respective stockholders or Representatives or in the defending partycase of a Company Indemnitee, management employees the amount of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in an amount of aggregate Damages that, together with all other unresolved claims for indemnification by the Company Indemnitees, would not be available for recovery under this Article 5. (e) If any Indemnified Party becomes aware of any circumstances that may give rise to a claim for indemnification pursuant to this Article 5 for any matter not involving a Third Party Claim, then such Indemnified Party shall promptly notify the Indemnifying Party and deliver to the Indemnifying Party a written notice describing in reasonable detail the nature of the claim, describing in reasonable detail the basis of the Indemnified Party’s request for indemnification under this Agreement and including the Indemnified Party’s best estimate of the amount of Damages that may arise from such claim. Failure to notify the Indemnifying Party in accordance with this Section 5.5(e) will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such notice or the Indemnified Party fails to notify the Indemnifying Party of such claim in accordance with this Section 5.5(e) prior to the applicable Survival Expiration Date. (f) In respect of a Third Party Claim, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its Representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable indemnification claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

Procedures. If (i) Any Person making a claim for indemnification under Section 9.1 or Section 9.2 (an “Indemnified Party”) shall notify the party against whom indemnification is sought (an “Indemnifying Party”) of the claim in writing promptly after receiving notice of any action, lawsuit, proceeding, investigation, demand or other claim against the Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Third-Party Claim”), describing the Third-Party Claim, the amount thereof (if known and quantifiable) against such Indemnified Party with respect and the basis thereof in reasonable detail; provided that the failure to which the so notify an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except to the extent that (and only to the extent that that) such failure shall have caused the indemnifiable Losses to be greater than such Losses would have been had the Indemnified Party given the Indemnifying Party forfeits rights or defenses by reason prompt notice hereunder. (ii) Any Indemnifying Party shall be entitled to participate in the defense of such failure. Such notice Third-Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided that (x) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for all Losses related to such Third-Party Claim and (y) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel of its choice for such purpose (provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate not be recoverable from such Indemnifying Party under this Article IX). Notwithstanding the estimated amountforegoing, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have determined in good faith and upon advice of counsel that (x) an actual or likely conflict of interest makes representation of the right to participate Indemnifying Party and the Indemnified Party by the same counsel inappropriate or (y) the defendants in, or by giving written notice to targets of, any such action or proceeding include both the Indemnified Party, to assume the defense of any Third Party Claim at the and an Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, have reasonably concluded that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall there may be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an it or to other Indemnified Party that Parties which are different from or additional to those available to the Indemnifying Party; or Party (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, in which case the Indemnifying Party shall be liable for not have the right to direct the defense of such action or proceeding on behalf of the Indemnified Party), then, in each case, the Indemnified Party may, upon notice to the Indemnifying Party, engage separate counsel, and the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party to the extent the Third-Party Claim is indemnifiable hereunder. (iii) Upon assumption of the defense of any such Third-Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third-Party Claim, unless the Indemnifying Party consents in each jurisdiction for writing (such consent not to be unreasonably withheld or delayed) to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party determines counsel is entered against the Indemnified Party for such Liability. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless (x) the relief consists solely of money damages (all of which the Indemnifying Party shall pay), (y) such settlement or compromise includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto and (z) such settlement or compromise does not include any admission of fault or wrongdoing on the part of the Indemnified Party. (iv) In all cases with respect to Third-Party Claims, the Parties shall provide reasonable cooperation to each other in defense of such Third-Party Claims, including by making employees, information and documentation reasonably available (including for purposes of fact finding, consultation, interviews, depositions and, if required. , as witnesses) and providing such information, testimony and access to their books and records, during normal business hours and upon reasonable notice, in each case as shall be reasonably necessary in connection with the contest or defense. (v) If the Indemnifying Party elects shall not to compromise or defend reasonably assume the defense of any such Third Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently competently prosecute or withdraws from the defense of any such Third Third-Party Claim, the Indemnified Party maymay defend against such matter, subject to Section 8.05(b)at the Indemnifying Party’s expense, pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection a manner consistent with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation above provisions regarding conduct of the defense of such Third Party Claimby the Indemnified Party.

Procedures. If (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by written notice to the Party from whom indemnification is sought. (b) Promptly after a Person entitled to indemnification hereunder (the “Indemnified Party receives Party”) has received notice of the assertion or commencement has knowledge of any Action made Third-Party claim, demand, action or brought by any Person who is not a party to this Agreement proceeding, or an Affiliate of a party to this Agreement threatened claim, demand, action or a Representative of the foregoing proceeding (a “Third Third-Party Claim”) against which could result in a Loss for which such Indemnified Party with respect may be entitled to which the Indemnifying Party is obligated to provide indemnification under this AgreementARTICLE 12, the Indemnified Party shall give promptly deliver to the Party against whom indemnification is sought under this ARTICLE 12 (the “Indemnifying Party”) written notice of such Third-Party Claim (the “Claim Notice”), which Claim Notice shall include, to the extent known, the nature and basis of such Third-Party Claim, the basis for indemnification hereunder, and the amount in dispute under such Third-Party Claim; provided, however, that the failure of the Indemnified Party to provide the Claim Notice shall not release or waive the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third from its obligations to the Indemnified Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, under this ARTICLE 12 except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason is actually prejudiced as a result of such failure. Such notice by . (c) Following receipt of the Indemnified Claim Notice, the Indemnifying Party shall describe may elect at any time to assume and thereafter conduct the Third defense and settlement, of any Third-Party Claim in reasonable detail, shall include copies subject to any such indemnification claim with counsel of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense choice and by the Indemnifying Party’s own counselto settle or compromise any such Third-Party Claim, and the Indemnified Party shall cooperate in good faith in all respects with the conduct of such defensedefense by the Indemnifying Party and/or the settlement of such Third-Party Claim by the Indemnifying Party; provided, that if the Indemnifying Party is Sellerhowever, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes will not approve of the defense entry of any Third judgment or enter into any settlement or compromise with respect to the Third-Party ClaimClaim without the Indemnified Party’s prior written approval (which shall not be unreasonably withheld, subject to Section 8.05(bconditioned, or delayed), it shall have unless the right to take terms of such action as it deems necessary to avoidsettlement provide for a complete release of the claims that are the subject of such action, disputeclaim, defend, appeal or make counterclaims pertaining to any such Third Party Claim proceeding in the name and on behalf favor of the Indemnified Party. The Notwithstanding the foregoing, the Indemnified Party shall have the right to participate control the defense of, and the Indemnifying Party shall not be entitled to assume the defense of, any Third-Party Claim that seeks relief other than monetary damages against the Indemnified Party and that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (d) The Parties agree to cooperate fully in connection with the defense, negotiation, or settlement of any claim for indemnification arising from a Third-Party Claim. Such cooperation will include the retention and, upon the request of the party defending, negotiating or settling the claim, the provision to such party of records and information which are reasonably relevant to such Third-Party Claim, and making employees and other Representatives reasonably available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. (e) If the Indemnifying Party fails or refuses to undertake the defense of any Third such Third-Party Claim within sixty (60) calendar days after the claim for indemnification has been tendered to the Indemnifying Party by the Indemnified Party, pursuant to and in accordance with Section 12.6(c), or if the Indemnifying Party later fails to conduct in good faith the defense or withdraws from such defense, the Indemnified Party shall have the right to (i) undertake the defense of such claim with counsel selected by it subject of its own choosing, with the Indemnifying Party being responsible for the reasonable costs and expenses of such defense as Losses hereunder if and to the extent that such claim is determined to be a claim for which such Indemnified Party is entitled to be defended, indemnified, held harmless or reimbursed under this ARTICLE 12, and (ii) settle or compromise, or attempt to settle or compromise, the Third-Party Claim; provided, however, that the Indemnified Party shall not settle or compromise such Third-Party Claim without the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel prior written consent (which shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waivedunreasonably withheld, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreementconditioned, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(bdelayed), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. If any (i) Promptly after receipt by an Indemnified Party receives of notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party Proceeding with respect to which the Indemnifying an Indemnified Party is obligated to provide demands indemnification under this Agreementor advancement of Expenses hereunder, the such Indemnified Party shall give promptly notify the Indemnifying Party reasonably prompt written notice Company in writing of the commencement thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The provided that the failure to give such prompt written notice so notify the Company shall not, however, not relieve the Indemnifying Party of its indemnification obligationsit from any liability that it may have to an Indemnified party, except and only to the extent that such failure has materially prejudiced the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by Company's ability to provide a defense in the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyProceeding. The Indemnifying Party Company shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counselProceeding, and but the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it Parties collectively shall have the right to take such action as it deems necessary to avoidright, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified PartyCompany, provided, that if in the reasonable opinion to retain not more than one counsel of counsel their choice to represent the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and Parties in such Proceeding. The counsel for the Indemnified Party that canParties may participate in, but not be waivedcontrol, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, Proceeding. (ii) The indemnity provided for herein shall cover the amount of any settlements entered into by an Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with any claim for which an Indemnified Party may be indemnified hereunder; provided that, no settlement binding on an Indemnified Party may be made without the defense consent of any Third an Indemnified Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense the Company (other which consent shall not be reasonably withheld). (iii) Any indemnification hereunder shall be made no later than reimbursement of actual out-of-pocket expenses) to 45 days after receipt by the defending party, management employees Company of the non-defending party as may be reasonably necessary for the preparation written request of the defense of such Third Party ClaimIndemnified Party.

Procedures. If any 6.3.1. Except as may be otherwise provided in this Agreement, the party seeking indemnification under Section 6.2 (the “Indemnified Party”) shall comply with the procedures set forth in this Section 9.03. 6.3.2. The Indemnified Party receives agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion or commencement Claim in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. 6.3.3. The Indemnifying Party shall be entitled to participate in the defense of any Action made or brought Claim asserted by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such Indemnified Party with respect to which defense, but in each case at its expense. 6.3.4. If the Indemnifying Party is obligated to provide indemnification under this Agreement, shall assume the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt control of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at in accordance with the provisions of this Section 6.3.4, (i) the Indemnifying Party’s expense and by Party shall obtain the Indemnifying Party’s own counsel, and prior written consent of the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party (which shall not have the right to defend or direct the defense be unreasonably withheld) before entering into any settlement of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental AuthorityClaim, or (y) seeks an injunction but such consent may be withheld if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, the settlement imposes injunctive or other equitable relief against the Indemnified Party. In Party or the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim settlement would result in the name and on behalf imposition of additional costs in the operations of the Indemnified Party. The , and (ii) the Indemnified Party shall have the right be entitled to participate in the defense of such Third Party Claim at its own expense and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. 6.3.5. Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim with counsel selected by it subject and shall furnish or cause to the Indemnifying Party’s right to control the defense thereof. The fees be furnished such records, information and disbursements of testimony, and attend such counsel shall conferences, discovery proceedings, hearings, trials or appeals, as may be at the expense of the Indemnified Party, reasonably requested in connection therewith; provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable compensate the Indemnified Party for the reasonable fees and expenses cost of counsel to time spent by the Indemnified Party Party’s employees (including Sellers, in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend their capacity as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects such) in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third third Party Claim. 6.3.6. Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Losses payable under Section 6.2.

Procedures. (a) If any ▇▇▇▇▇▇▇▇ Indemnitee or Tandy Indemnitee (each, an “Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party ClaimParty”) against believes that it has suffered or incurred or will suffer or incur any Losses for which it is entitled to indemnification under this Article IX, such Indemnified Party shall so notify the Party or Parties from whom indemnification is being claimed (the “Indemnifying Party”) with reasonable promptness and reasonable particularity in light of the circumstances then existing. If any action at law or suit in equity is instituted by or against a third party with respect to which the Indemnifying any Indemnified Party is obligated intends to provide indemnification under this Agreementclaim any Losses, the such Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve promptly notify the Indemnifying Party of its indemnification obligations, such action or suit. The failure of an Indemnified Party to give any notice required by this Section shall not affect any of such Party’s rights under this Article IX or otherwise except and only to the extent that such failure is actually prejudicial to the Indemnifying Party forfeits rights or defenses by reason obligations of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The . (b) Upon being given notice of any third party claim against an Indemnified Party, the Indemnifying Party shall have the right to participate in, or by giving upon written notice to the Indemnified Party, Party to assume the defense and conduct and control, through counsel of its choosing, of such third party claim, action or suit contemplated by Section 9.2(b) or 9.3(b), as applicable. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of the third party claim and any appeal arising therefrom. Upon assuming the defense of a third party claim, the Indemnified Party may compromise or settle the same, provided either that (i) the settlement shall include as an unconditional term thereof the giving of a complete release from liability with respect to such action or suit to the Indemnified Party or (ii) the Indemnifying Party shall give the Indemnified Party advance notice of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, proposed compromise or settlement and the Indemnified Party shall cooperate have consented in good faith advance in such defense; provided, that if writing to the Indemnifying Party is Seller, such proposed compromise or settlement (which consent shall not be unreasonably withheld). The Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against permit the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with such action or suit through counsel selected chosen by it subject to the Indemnifying Indemnified Party’s right to control , provided that the defense thereof. The fees and disbursements expenses of such counsel shall be at the expense of borne by the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between . If the Indemnifying Party undertakes to conduct and control the Indemnified Party that cannot be waivedconduct and settlement of such action or suit, the Indemnifying Party shall be liable for the reasonable fees and expenses not thereby permit to exist any Encumbrance upon any asset of counsel to the Indemnified Party in each jurisdiction for which as a result of the claim being indemnified. The Indemnifying Party shall permit the Indemnified Party determines to participate in any settlement negotiations through counsel is requiredchosen by the Indemnified Party (at its own cost and expense). If an Indemnifying Party fails to assume the defense of a third party claim within fifteen (15) calendar days after receipt of the notice of the third party claim as provided above, the Indemnified Party against which such third party claim has been asserted will upon delivering notice to such effect to the Indemnifying Party elects not have the right to undertake, at the Indemnified Party’s cost, risk and expense, the defense, compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense settlement of such Third Party ClaimClaim on behalf of and for the account and risk of Indemnifying Parties; provided, however, that such third party claim shall not be compromised or settled without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). If the Indemnified Party assumes the defense of the third party claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third will keep the Indemnifying Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with reasonably informed of the defense progress of any Third Party Claimsuch defense, including making available records relating compromise or settlement of any action effected pursuant to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claimin accordance herewith.