Common use of Procedures Clause in Contracts

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt by any person a party indemnified pursuant to the provisions of Section 9.1 or entity entitled to indemnification under the Agreement (the "Indemnified Party") Section 9.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claimclaim thereof is to be made against the indemnifying party pursuant to the provisions of Section 9.1 or Section 9.2, or notify the indemnifying party of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which thereof; but the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure omission to so notify the Indemnifying Party indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9 and shall not relieve the Indemnifying Party of its obligations indemnifying party from liability under the Agreement this Section 9, except to the extent that such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified party and such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it can demonstrate damages or prejudice attributable may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such failure. Except as provided in Section 13.2indemnified party, and after notice from the Indemnifying Party shall be entitled indemnifying party to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party indemnified party of its election to so assume full control. In the event defense thereof, the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall indemnifying party will not be entitled to participate in the response liable to such claim and indemnified party pursuant to employ counsel at its own expense to assist in the handling provisions of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld Section 9.1 or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party Section 9.2 for any legal expenses reasonably or other expense subsequently incurred by the Indemnified Party such indemnified party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claimthereof. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party No indemnifying party shall not be liable to the Indemnified Party an indemnified party for any further legal expenses incurred by such Indemnified Party in connection with settlement of any action or claim without the defense consent of that claimthe indemnifying party. If the Indemnifying Party No indemnifying party will consent to entry of any judgment or enter into any settlement which does not assume sole control over include as an unconditional term thereof the response giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by (i) In the event that any person VoiceStream Indemnified Party or entity entitled to indemnification under the Agreement WWC Indemnified Party (the each an "Indemnified Party") of notice of a claim, shall sustain or of the commencement (or threatened commencement) of incur any civil, criminal, administrative or investigative action or proceeding involving a claim, Losses in respect of which the indemnification may be sought by such Indemnified Party will seek indemnification pursuant to the Agreementthis Section 2, the Indemnified Party shall promptly notify assert a claim for indemnification by giving prompt notice to the applicable indemnifying party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify under Section 2 and shall thereafter keep the Indemnifying Party reasonably informed with respect thereto; provided that failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of any of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is materially prejudiced by such failure. Except as provided in Section 13.2Upon the Indemnifying Party's receipt of such notice, the Indemnifying Party shall be entitled have the right to have sole assume, conduct and control over the response todefense, defense and compromise or settlement thereof, by written notice to the Indemnified Party of such claim, provided that, its intention to do so within fifteen thirty (1530) days after receipt of such written the notice, with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party's own expense, and thereupon to prosecute in the name and on behalf of the Indemnified Party any available cross-claims, counter-claims or third-party claims arising with respect to the claim. If the Indemnifying Party notifies shall assume the defense of such claim, it shall not settle such claim unless such settlement includes as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnified Party, reasonably satisfactory to the Indemnified Party, from all liability with respect to such claim. As long as the Indemnifying Party is contesting any such claim in good faith and on a timely basis, the Indemnified Party of its election to so assume full controlshall not pay or settle any such claim. In Notwithstanding the event assumption by the Indemnifying Party does elect of the defense of any claim as provided in this Section 2(c) and without limiting the Indemnifying Party's right to so assume controlassume, (a) conduct and control the defense, compromise or settlement thereof, the Indemnified Party shall be entitled permitted to participate join in the response to defense of such claim and to employ counsel at its own expense expense. Assumption by the Indemnifying Party of the defense of any claim shall not be deemed a concession by the Indemnifying Party that it is required to assist in indemnify the handling Indemnified Party for the subject matter of such claim, . (bii) If the Indemnifying Party shall obtain the prior written approval of fail to notify the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing its desire to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assume the defense of such claim prior to within the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to prescribed 30-day period set forth in Section 2(c)(i) or shall notify the Indemnified Party that it will not assume the defense of its election to assume full controlany such claim, the Indemnifying Party shall not be liable to then the Indemnified Party for may defend any further legal expenses incurred by such Indemnified Party claim, in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party which event it may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim do so in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who Party shall be bound by any settlementdeterminations made in any litigation with respect to such claim or any settlement thereof effected by the Indemnified Party, provided that any such determinations or settlement shall not affect the right of the Indemnifying Party to dispute the Indemnified Party's claim for indemnification. The Unless and until the Indemnified Party assumes the defense of any claim, the Indemnifying Party shall promptly reimburse advance to the Indemnified Party for such any of its reasonable attorneys' fees and other costs and expensesexpenses incurred in connection with the defense of any such action or proceeding.

Procedures. 17.4.1 Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminalaction, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article may apply, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations under from any liability which it may have to the Agreement Indemnified Party except to the extent that it can demonstrate damages or prejudice attributable such failure to such failurenotify shall adversely affect the rights of the Indemnifying Party. Except as provided in Section 13.2, the The Indemnifying Party shall be entitled to have sole control over participate at its own expense in the response todefense or, if it so elects, to assume the defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, thereof with counsel designated by the Indemnifying Party notifies and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party of its election to so assume full control. In the event and the Indemnifying Party does elect to so assume control, (a) and the Indemnified Party shall have reasonably concluded that there may be entitled legal defenses available to participate in the response it which are different from or additional to, or inconsistent with, those available to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to select and defend the claim in such manner as it may deem appropriatebe represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable cost fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, who which consent shall not be bound by any settlementunreasonably withheld or delayed. The Indemnifying Party shall promptly reimburse not enter into a settlement or other compromise with respect to any claim against the Indemnified Party for without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such costs claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and expenseshold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under Each Indemnified Party shall promptly notify the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) Indemnifying Party of any civil, criminal, administrative or investigative action or proceeding involving a claim, Claim in respect of which the Indemnified Party will seek indemnification pursuant is entitled to the Agreement, be indemnified hereunder. Such notice shall be given as soon as is reasonably practicable after the Indemnified Party shall promptly notify the party becomes aware of each Claim; provided, however, that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party give prompt notice shall relieve the Indemnifying Party of its obligations under the Agreement not adversely affect any Claim for indemnification hereunder except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election ’s ability to assume full control over the response to such claimcontest any Claim by any third-party is materially adversely affected. After notice by the The Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend right, but not the claim in such manner as it may deem appropriateobligation, at its expense, to contest, defend and litigate, and to control the reasonable cost and expense of the Indemnifying Partycontest, who shall be bound defense or litigation of, any Claim by any settlementthird-party alleged or asserted against any Indemnified Party arising out of any matter in respect of which such Indemnified Party is entitled to be indemnified hereunder. The Indemnifying Party shall promptly notify such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for such the reasonable costs and expensesexpenses paid or incurred by it prior to the assumption of such contest, defense or litigation by the Indemnifying Party. If the Indemnifying Party exercises such right in accordance with the provisions of this Article 12 and any Indemnified Party notifies the Indemnifying Party that it desires to retain separate counsel in order to participate in or proceed independently with such contest, defense or litigation, such Indemnified Party may do so at its own expense. If the Indemnifying Party fails to exercise its rights set forth in the third sentence of this paragraph, then the Indemnifying Party will reimburse the Indemnified Party for its reasonable costs and expenses incurred in connection with the contest, defense or litigation of such Claim.

Procedures. Promptly after receipt by any person or entity A Person entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the Agreement Party from whom indemnification is sought (the "Indemnified “Indemnifying Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilclaim, criminalsuit, administrative or investigative action or proceeding involving a claimdemand for which indemnification is sought under this Agreement; provided, in respect however, that no delay or failure on the part of which the an Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement any liability or obligation hereunder except to the extent that it can demonstrate damages of any damage or prejudice attributable to liability caused by or arising out of such delay or failure. Except as provided in Section 13.2Within [***] after delivery of such notification, the Indemnifying Party shall be entitled may, upon written notice thereof to have sole the Indemnified Party, assume control over of the response to, defense and settlement of such claim, provided thatsuit, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ action or demand with counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to of such claim as provided in this Sectiondefense, the Indemnifying Indemnified Party shall control such defense. The Party not controlling such defense may participate in such response and therein with counsel of its own choosing at its own expense; provided that, the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateretain its own counsel, at the reasonable cost and expense of the Indemnifying Party, who shall if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be bound inappropriate because of actual or potential differences in the interests of such Indemnified Party and any other party represented by any settlementsuch counsel. The Indemnifying Indemnified Party shall promptly reimburse not agree to any settlement of such action, suit, proceeding or claim without the Indemnified Party for such costs and expensesprior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.

Procedures. Promptly after receipt by any person or entity entitled to (a) The Party seeking indemnification under the Agreement Section 7.2 (the "“Indemnified Party"”) agrees to give prompt notice to the Party against whom indemnity is sought (the “Indemnifying Party”) of notice the assertion of a any claim, or of the commencement (or threatened commencement) of any civilsuit, criminal, administrative or investigative action or proceeding involving a claim, (“Claim”) in respect of which indemnity may be sought under such Section and will promptly provide the Indemnified Indemnifying Party will seek indemnification pursuant such information and access to personnel with respect thereto that the Agreement, the Indemnified Indemnifying Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writingmay reasonably request. No The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, failure shall have prejudiced the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, Party. (b) the Indemnifying The Indemnified Party shall obtain the prior written approval consent of the Indemnified Indemnifying Party (which approval shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such claim any Claim asserted by any third party (“Third Party Claim”). (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or ceasing to defend against such claim if such settlement prosecution of any Third Party Claim and shall furnish or cessation would cause injunctive relief to be imposed against 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 (i) keep the Indemnified PartyIndemnifying Party reasonably informed of the status of any Third Party Claim, (ii) permit the Indemnifying Party to participate in the defense or prosecution of any Third Party Claim, and (ciii) consult in good faith with the Indemnifying Party shall promptly reimburse regarding the defense or prosecution of any Third Party Claim. (d) Where required by applicable Law, each Indemnified Party will undertake commercially reasonable efforts to mitigate 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 for under any legal expenses reasonably incurred by indemnification provision of this Agreement in respect of that loss, the Indemnified Party in connection with must promptly notify the defense of such claim prior Indemnifying Party and promptly pay to the Indemnified Party's receipt Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party ) to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to that mitigation (less the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense Party’s reasonable costs of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the mitigation). (e) Each Indemnified Party shall have use reasonable efforts to collect any amounts available under insurance coverage or through indemnification, contribution or other reimbursement arrangements from any other Person alleged to be responsible, for any Damages payable under Section 7.2, and the right to respond to and defend the claim in amounts received from such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who sources shall be bound by offset any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesDamages otherwise payable under Section 7.2.

Procedures. Promptly after receipt by any person or entity A Person entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the Agreement Party from whom indemnification is sought (the "Indemnified “Indemnifying Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilclaim, criminalsuit, administrative or investigative action or proceeding involving a claimdemand for which indemnification is sought under this Agreement; provided, in respect however, that no delay or failure on the part of which the an Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement any liability or obligation hereunder except to the extent that it can demonstrate damages of any damage or prejudice attributable to liability caused by or arising out of such delay or failure. Except as provided in Section 13.2Within thirty (30) days after delivery of such notification, the Indemnifying Party shall be entitled may, upon written notice thereof to have sole the Indemnified Party, assume control over of the response to, defense and settlement of such claim, provided thatsuit, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ action or demand with counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to of such claim as provided in this Sectiondefense, the Indemnifying Indemnified Party shall control such defense. The Party not controlling such defense may participate in such response and therein with counsel of its own choosing at its own expense; provided that, the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateretain its own counsel, at the reasonable cost and expense of the Indemnifying Party, who shall if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be bound inappropriate because of actual or potential differences in the interests of such Indemnified Party and any other party represented by any settlementsuch counsel. The Indemnifying Indemnified Party shall promptly reimburse not agree to any settlement of such action, suit, proceeding or claim without the Indemnified Party for such costs and expensesprior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.

Procedures. Promptly after receipt by any person or entity Each party entitled to indemnification under the Agreement this Section 5 (the "“Indemnified Party"”) of shall give notice of a claim, or of to the commencement party required to provide indemnification (or threatened commencementthe “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any civilclaim as to which indemnity may be sought, criminaland shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, administrative provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or investigative action or proceeding involving a claimlitigation, in respect of which shall be approved by the Indemnified Party will seek indemnification pursuant to the Agreement(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 to give notice as provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Agreement except failure to the extent that it can demonstrate damages or prejudice attributable give such notice is materially prejudicial to such failure. Except as provided in Section 13.2, the an Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing Party’s ability to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, action and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, provided further that the Indemnifying Party shall not be liable assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party for Party, consent to entry of any further legal expenses incurred judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response respect to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by any person or entity entitled to The party seeking indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of from the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified other Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so shall promptly notify the Indemnifying Party in writing of a claim that it believes gives rise to a claim from indemnification ("Claim"). Failure to ·so give such notice shall not relieve the Indemnifying Party indemnifying party of its obligations under the Agreement hereunder except to the extent it is prejudiced thereby. The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Claim with counsel of its choice; provided, however, that it can demonstrate the. Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnified Party unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or prejudice attributable other equitable relief upon the Indemnified Party. Any Indemnified Party will have the right to employ separate counsel in any action and participate in the defense thereof, but the fees and expenses of such failure. Except as provided counsel will be at the expense of the Indemnified Party unless (i) the employment of such counsel will have been specifically authorized in Section 13.2writing by the Indemnifying Party, (ii) the Indemnifying Party shall be entitled will have failed to have sole control over assume the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies action or employ counsel reasonably satisfactory to the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlParty, (aiii) the Indemnified Party shall have reasonably concluded that there may be entitled defenses available to participate the Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party's counsel shall have advised the Indemnified Party in writing, with a copy delivered to the response Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to such claim and to employ counsel at its own expense to assist have common counsel, in the handling of such claim, (b) any which event the Indemnifying Party shall obtain pay the prior written approval cost of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt counsel. In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt by any person or entity entitled to The Party claiming indemnification under the Agreement this Section 9 (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify (and, in the party that is obligated to provide such indemnification (the "Indemnifying Party") case of such claim in writing. No failure to any action, suit, arbitration, or judicial or administrative proceeding, shall so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within no later than fifteen (15) days after receipt the Indemnified Party has received notice thereof or has been served with a complaint or other process) the other Party (the “Indemnifying Party”) when it has knowledge of such written noticecircumstances or the occurrence of any events which are likely to result in an indemnification obligation under this subsection or when any action, suit, arbitration, or judicial or administrative proceeding is pending or threatened that is covered by this subsection. Upon request, and to the extent permitted by applicable law, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in defend, settle, or compromise any such manner as it may deem appropriatesuit or proceeding, at its own expense, provided that: (a) the reasonable cost and expense Indemnifying Party demonstrates to the satisfaction of the Indemnified Party that it is financially able to defend such action and to pay any settlement, award or judgment; (b) counsel retained by the Indemnifying Party are reasonably satisfactory to the Indemnified Party; and (c) no settlement shall be made which imposes any obligations on (other than the payment of money which is made by the Indemnifying Party on behalf of the Indemnified Party), or is prejudicial to, the Indemnified Party, who without the prior consent of the Indemnified Party, which consent shall not be bound by any settlementunreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any such suit or proceeding, and the Indemnifying Party shall promptly reimburse the Indemnified Party for its expenses with respect thereto, including counsel of its choice. Such cooperation shall include, but not be limited to, the making of statements and affidavits, attendance at hearings and trials, production of documents, assistance in securing and giving evidence and obtaining the attendance of witnesses, provided, however, that in no event shall either Party be required to waive attorney-client or other applicable privileges. Failure by the Indemnified Party to promptly notify the Indemnifying Party as required by this subsection shall not invalidate the claim for indemnification, unless such costs and expensesfailure has a material adverse effect on the settlement, defense, or compromise of the matter that is the subject of the claim for indemnification. In addition, the Indemnified Party shall be responsible for any claims or losses which could have been avoided or mitigated by prompt notice as required by this subsection.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim. (d) After Closing, all claims for breach of representations or warranties under this Agreement shall be bound by any settlement. The Indemnifying Party shall promptly reimburse subject to the Indemnified Party for such costs and expenseslimitations set forth in Section 9.2(b).

Procedures. Promptly after receipt The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person third parties or entity entitled other circumstances that could give rise to an indemnification obligation hereunder against the indemnifying party (a “Claim”), but a failure to give or a delay in giving such notice shall not affect the indemnified party’s right to indemnification under and the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, indemnifying party’s obligation to indemnify as set forth in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failureClaim is thereby prejudiced. Except as provided in Section 13.2, The obligations and liabilities of the Indemnifying Party parties with respect to any Claim shall be entitled subject to have sole control over the response to, defense following additional terms and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, conditions: (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (b) In the event that the indemnifying party shall elect not to undertake such defense or opposition, or, within 20 days after written notice (which shall include sufficient description of background information explaining the basis for such Claim) of any such Claim from the indemnified party, the indemnifying party shall fail to undertake to defend or oppose, the indemnified party (upon further written notice to the indemnifying party) shall have the right to undertake the defense, opposition, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and defend for the claim in account and risk of the indemnifying party (subject to the right of the indemnifying party to assume defense of or opposition to such manner as it may deem appropriateClaim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim, who (ii) the indemnifying party shall be bound not, without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment, unless such judgment, settlement or compromise includes the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim, and (iii) in the event that the indemnifying party undertakes defense of or opposition to any settlement. The Indemnifying Party Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall promptly reimburse have the Indemnified Party for right to consult with the indemnifying party and its counsel or other representatives concerning such costs Claim and expensesthe indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall be bound by any settlement. The Indemnifying Party have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall promptly reimburse the Indemnified Party for cooperate in good faith with respect to such costs and expensesClaim.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall be bound by have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim. (d) Seller and Buyer agree to treat any settlement. The Indemnifying Party shall promptly reimburse indemnity payment made pursuant to this Article 9 as an adjustment to the Indemnified Party Purchase Price for such costs and expensesall income Tax purposes.

Procedures. 15.4.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement either party (the "Indemnified Party") of notice of a claim, (a) any claim or of (b) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. 15.4.2 If the Indemnifying Party assumes the defense of its any such claim or litigation resulting therefrom, the obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, of the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified Party, Party harmless from and (c) against any Damages caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim prior or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. 15.4.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom within 45 days after notice thereof from the Indemnified Party, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement's consent. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation.

Procedures. Promptly after receipt by any person or entity entitled to Any party seeking indemnification under the this Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify give the party that from whom indemnification is obligated to provide such indemnification sought (the "Indemnifying Party") written notice of such any claim in writing. No failure to so notify or the commencement of any action or proceeding for which the Indemnified Party may seek indemnification, and the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, unless injunctive relief is sought against the Indemnified Party in which case the Indemnified Party shall relieve have the right to join in any defense. The Indemnified Party's failure to give the Indemnifying Party of its obligations notice under this clause shall not preclude the Agreement Indemnified Party from seeking indemnification from the Indemnifying Party except to the extent that the Indemnified Party's failure has materially prejudiced the Indemnifying Party's ability to defend the claim or litigation. The Indemnifying Party shall not settle any claim for which the Indemnified Party seeks indemnification or consent to entry of any judgment in litigation arising from such a claim without obtaining a written release of the Indemnified Party from all liability in respect of such claim or litigation. If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, or if injunctive relief is sought against the Indemnified Party, the Indemnified Party may defend against or settle such claim or litigation in such manner as it can demonstrate damages or prejudice attributable to may deem appropriate, and in such failure. Except as provided in Section 13.2cases, upon a written demand therefore, the Indemnifying Party shall be entitled to have sole control over promptly reimburse the response toIndemnified Part for the amount of all reasonable expenses, defense and settlement of such claimlegal or otherwise, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies incurred by the Indemnified Party of its election to so assume full control. In in connection with the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense against or delayed) before entering into any settlement of such claim or ceasing to defend against litigation. In addition, if the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, or if such settlement or cessation would cause injunctive relief to be imposed is sought against the Indemnified Party, and (c) if no settlement of the claim or litigation is made, upon written demand therefor, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and for all reasonable expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense of against such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person third parties or entity entitled other circumstances that could give rise to an indemnification obligation hereunder against the indemnifying party (a "Claim"), but a failure to give such notice or delaying such notice shall not affect the indemnified party's right to indemnification under and the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, indemnifying party's obligation to indemnify as set forth in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party's ability to remedy, contest, defend or prejudice attributable settle with respect to such failureClaim is thereby prejudiced. Except as provided in Section 13.2, The obligations and liabilities of the Indemnifying Party parties with respect to any Claim shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior subject to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response following additional terms and the Indemnified Party conditions: (1) The indemnifying party shall have the right to respond undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (2) In the event that the indemnifying party shall elect not to undertake such defense or opposition, or, within twenty (20) days after written notice (which shall include sufficient description of background information explaining the basis for such Claim) of any such Claim from the indemnified party, the indemnifying party shall fail to undertake to defend or oppose, the indemnified party (upon further written notice to the indemnifying party) shall have the right to undertake the defense, opposition, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and defend for the claim in account and risk of the indemnifying party (subject to the right of the indemnifying party to assume defense of or opposition to such manner as it may deem appropriateClaim at any time prior to settlement, compromise or final determination thereof). (3) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel or other representatives concerning such Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim. (4) All claims not disputed shall be bound paid by the indemnifying party within thirty (30) days after receiving notice of the Claim. "Disputed Claims" shall mean claims for Damages by an indemnified party which the indemnifying party objects to in writing within thirty (30) days after receiving notice of the Claim. In the event there is a Disputed Claim with respect to any settlementDamages, the indemnifying party shall be required to pay the indemnified party the amount of such Damages for which the indemnifying party has, pursuant to a final determination, been found liable within ten (10) days after there is a final determination with respect to such Disputed Claim. The Indemnifying Party A final determination of a Disputed Claim shall promptly reimburse be (i) a judgment of any court determining the Indemnified Party for validity of a Disputed Claim, if no appeal is pending from such costs judgment and expensesif the time to appeal therefrom has elapsed; (ii) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award and if the time within which to move to set aside such award has elapsed; (iii) a written termination of the dispute with respect to such claim signed by the parties thereto or their attorneys; (iv) a written acknowledgment of the indemnifying party that it no longer disputes the validity of such claim; or (v) such other evidence of final determination of a disputed claim as shall be acceptable to the parties. No undertaking of defense or opposition to a Claim shall be construed as an acknowledgment by such party that it is liable to the party claiming indemnification with respect to the Claim at issue or other similar Claims.

Procedures. Promptly after receipt by any person or entity entitled to (a) The party seeking indemnification under the Agreement Section 5.2 (the "Indemnified Party") of shall give prompt written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that against whom indemnity is obligated to provide such indemnification sought (the "Indemnifying Party") of any claim, assertion, event or proceeding of which such claim in writing. No Indemnified Party has knowledge concerning any Loss as to which such Indemnified Party may request indemnification under such Section; provided that the failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations from any liability under the Agreement Section 5.2, except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party has been prejudiced by such failure. Except as provided . (b) With respect to any such claim or proceeding by or in Section 13.2respect of a third party, the Indemnifying Party shall be entitled have the right to have sole control over direct, through counsel of its own choosing, reasonably satisfactory to the response toIndemnified Party, the defense and or settlement thereof at its own expense. If the Indemnifying Party elects to assume the defense of any such claim, provided that, within fifteen (15) days after receipt of such written noticeclaim or proceeding, the Indemnifying Party notifies thereby waives its right to contest its obligation to indemnify the Indemnified Party pursuant to this Section with respect to such claim or proceeding and the Indemnified Party may participate in such defense, but in such case the expenses of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled paid by the Indemnified Party. The Indemnified Party shall provide the Indemnifying Party with reasonable access to participate in the response its records and personnel relating to such claim and to employ counsel at its own expense to assist in the handling of any such claim, (b) assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnifying Party in the defense or settlement thereof, and the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for all of its reasonable out-of-pocket expenses in connection therewith. Upon assumption of the defense of any legal expenses reasonably incurred such claim or proceeding by the Indemnifying Party, the Indemnified Party in connection with the defense shall not pay, or permit to be paid, any part of any claim or demand arising from such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by asserted liability for so long as the Indemnifying Party to the Indemnified Party of its election to assume full controlis diligently defending such claim or demand, unless the Indemnifying Party shall not consents in writing to such payment or unless a final judgment from which no appeal may be liable to taken is entered against the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimliability. If the Indemnifying Party does not shall fail to assume sole control over and pursue the response to such claim as provided in this Sectiondefense, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend undertake the claim in such manner as it may deem appropriate, defense or settlement thereof at the reasonable cost and Indemnifying Party's expense (subject to the liability of the Indemnifying Party pursuant to Section 5.2). No third party claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party, who which consent shall not be bound unreasonably withheld. Any such settlement shall include as an unconditional term thereof the giving by any settlement. The the claimant or the plaintiff to the Indemnified Party of a release of the Indemnified Party from all liability in respect of such claim; provided that if the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant of any claim (which settlement offer shall promptly reimburse include as an unconditional term of it the release by the claimant or the plaintiff to the Indemnified Party from all liability in respect of such claim) and the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability to the Indemnified Party for indemnification with respect to such claim shall not exceed the settlement amount included in said bona fide settlement offer, and the Indemnified Party shall either assume the defense of such claim or pay the Indemnifying Party's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such claim. (c) Each payment made pursuant to Section 5.2 of an amount equal to $1,000,000 or more shall be made promptly following final determination of such claim and expenseseach such payment of an amount of less than $1,000,000 shall be made no later than the end of the calendar quarter next following the date on which the amount of such claim was finally determined. Any such payment shall be limited to the amount of any liability or damage that remains after deducting therefrom any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto.

Procedures. Promptly after receipt by any person or entity entitled to (a) The party seeking indemnification under the Agreement Section 9.2 (the "Indemnified Party") of agrees to give prompt notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that against whom indemnity is obligated to provide such indemnification sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought. The Indemnifying Party may at the request of the Indemnified Party participate in and control the defense of any such claim in writing. No suit, action or proceeding at its own expense, provided that failure to so notify by the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies notify the Indemnified Party of its election to so assume full controlcontrol the defense of any such suit, action or proceeding within 30 days after notice thereof is given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to control the defense of such suit, action or proceeding. In The Indemnifying Party shall not, in the event defense of any such suit, action or proceeding, consent to the entry of any judgment or enter into any settlement (except, in each case, with the written consent of the Indemnified Party, which consent shall not unreasonably be withheld) which does not include, as to the Indemnified Party, an unconditional release of the Indemnified Party from any and all liability in respect of such suit, claim or proceeding. The Indemnified Party shall cooperate reasonably in the defense of any such suit, action or proceeding. (b) If the Indemnifying Party does elect to so not assume controlthe defense of any suit, (a) action or proceeding, the Indemnified Party may defend, but shall be entitled have no obligation to participate defend, against such suit, action or proceeding in the response to such claim and to employ counsel at its own expense to assist in the handling of such claimany manner that it may deem appropriate and, (b) unless the Indemnifying Party shall obtain the prior written approval of deposits with the Indemnified Party (which approval shall not be unreasonably withheld a sum equivalent to the total amount demanded in such suit, claim or delayed) before entering into any settlement proceeding plus the Indemnified Party's estimate of the cost of defending the same, the Indemnified Party may settle such claim or ceasing to defend against litigation on such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, terms as it may deem appropriate and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any the amount of such settlement and for all losses and expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. 16.6.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civilaction, criminalproceeding or litigation (collectively, administrative or investigative action or proceeding involving a claim"Litigation") which may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such claim or Litigation and shall permit the Indemnifying Party shall relieve to assume the defense of any such Litigation. The failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over the response to, defense and settlement of defend such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or Litigation. 16.6.2 If the Indemnifying Party notifies assumes the defense of any such claim or Litigation with counsel reasonably acceptable to the Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and or Litigation shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing Litigation and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or Litigation; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its or his expense, in connection with the defense of such claim prior or Litigation provided that the Indemnifying Party shall direct and control the defense of such claim or Litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or Litigation, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or Litigation. 16.6.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or Litigation, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or Litigation in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or Litigation. If no settlement of the claim or Litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such Litigation and of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or Litigation. 16.6.4 Regardless of whether the Indemnifying Party shall have assumed the defense of any such claim or Litigation, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such claim or Litigation without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld).

Procedures. Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civilaction, criminaladministrative, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article 17 may apply, the Indemnified Party shall promptly notify provide notice thereof to the party that is obligated to provide such indemnification (the "Indemnifying Party") ; provided that a delay in providing such notice shall limit the obligations of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, delay actually prejudices the ability of the Indemnifying Party shall be entitled to have sole control over contest the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or defend the proceeding. The Indemnifying Party notifies shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, if the defendants in any such action include both the Indemnified Party of its election to so assume full control. In the event and the Indemnifying Party does elect to so assume controlParty, (a) and the Indemnified Party shall reasonably conclude that there may be entitled legal defenses available to participate in the response it which are different from or additional to, or inconsistent with, those available to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to select and defend the claim in such manner as it may deem appropriatebe represented by separate counsel, at the reasonable cost and Indemnifying Party’s expense. If an Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may contest, settle, or pay such claim at the expense of the Indemnifying Party, who shall provided, however, that settlement or full payment of any such claim may be bound by any settlement. The made only following consent of the Indemnifying Party shall promptly reimburse or, absent such consent, written opinion of the Indemnified Party for Party’s counsel that such costs and expensesclaim is meritorious or otherwise warrants settlement.

Procedures. Promptly after receipt by any person or entity Any party entitled to indemnification under hereunder shall give prompt notice to the Agreement indemnifying party of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the "Indemnified Party") of notice of a claimindemnifying party, or and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the commencement (or threatened commencement) of any civilprejudice), criminal, administrative or investigative action or proceeding involving a claim, in respect of which and permit such indemnifying party to assume the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") defense of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except with counsel reasonably satisfactory to the extent indemnified party; provided that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be any person entitled to indemnification hereunder shall have sole control over the response to, right to employ separate counsel and to participate in the defense and settlement of such claim, provided that, within fifteen (15) days after receipt but the fees and expenses of such written notice, counsel shall be at the Indemnifying Party notifies the Indemnified Party expense of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, such indemnified person unless (ai) the Indemnified Party indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall be entitled have failed to participate in assume the response to defense of such claim and to employ counsel at reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its own expense to assist in the handling of consent (but such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval consent shall not be unreasonably withheld or delayed) before entering into ). No indemnifying party shall consent to any settlement of such a claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against without the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt consent of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlindemnified party, the Indemnifying Party which consent shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party unreasonably withheld or delayed, and which does not assume sole control over include as an unconditional term thereof the response giving by the relevant third party to each indemnified party a release of all liability in respect of such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesclaim.

Procedures. Promptly after receipt by any person or entity A Person entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the Agreement Party from whom indemnification is sought (the "Indemnified “Indemnifying Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilclaim, criminalsuit, administrative or investigative action or proceeding involving a claimdemand for which indemnification is sought under this Agreement; provided, in respect however, that no delay or failure on the part of which the an Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement any liability or obligation hereunder except to the extent that it can demonstrate damages of any damage or prejudice attributable to liability caused by or arising out of such delay or failure. Except as provided in Section 13.2Within thirty (30) days after delivery of such notification, the Indemnifying Party shall be entitled may, upon written notice thereof to have sole the Indemnified Party, assume control over of the response to, defense and settlement of such claim, provided thatsuit, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ action or demand with counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to of such claim as provided in this Sectiondefense, the Indemnifying Indemnified Party shall control such defense. The Party not controlling such defense may participate in such response and therein with counsel of its own choosing at its own expense; provided that, the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateretain its own counsel, at the reasonable cost and expense of the Indemnifying Party, who shall if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be bound inappropriate because of actual or potential differences in the interests of such Indemnified Party and any other party represented by any settlementsuch counsel. The Indemnified Party shall cooperate with the Indemnifying Party shall promptly reimburse in its defense and settlement of any claim, suit, action or demand for which indemnification is sought under this Agreement, and the Indemnified Party for shall not agree to any disposition, compromise or settlement of such costs and expensesaction, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.

Procedures. (a) Promptly after the receipt by any person or entity entitled to indemnification under the Agreement a party (the "Indemnified Party") of notice of a claim, (i) any claim or of (ii) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this subsection shall not preclude the Agreement except Indemnified Party from seeking indemnification from the Indemnifying Party unless, and then only to the extent that it can demonstrate damages extent, such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or prejudice attributable to litigation. If such failure. Except as provided in Section 13.2claim does not arise from the claim of a third party, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) 30 days after receipt of such written notice, notice to cure the conditions giving rise to such claim to the Indemnified Party's satisfaction. Failure by the Indemnifying Party notifies the to notify an Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to defend any such claim and or action by a third party within 30 days after notice thereof shall have been given to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain be deemed a waiver by the prior written approval Indemnifying Party of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of its rights to defend such claim or ceasing to defend against action. (b) If the Indemnifying Party assumes the defense of any such claim if such settlement or cessation would cause injunctive relief litigation resulting therefrom with counsel reasonably acceptable to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. Except with the prior to written consent of the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by , the Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (other than a judgment of dismissal on the merits without cost) or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all Damages in respect of such claim or litigation. (c) If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate; provided, at however, the reasonable cost and expense of Indemnified Party may not compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses's prior written consent.

Procedures. Promptly after receipt by Upon becoming aware of any person or entity circumstance subject to indemnification under this Agreement ("Claim"), the party entitled to indemnification under the Agreement herein (the "“Indemnified Party”) must give prompt written notice ("Indemnification Notice") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant Claim to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "“Indemnifying Party") ”). i). Within [*****] days of such claim receiving the Indemnification Notice, but in writing. No failure to so notify no event later than [*****] days before the Indemnifying Party shall relieve date on which a response is due in connection with the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2Claim, the Indemnifying Party shall be entitled will notify the Indemnified Party, in writing, whether the Indemnifying Party acknowledges its indemnification obligations and elects to have sole assume control over of the response to, defense and settlement of such claim, provided that, within fifteen the entire Claim (15) days after receipt of such written notice, “Election Notice”). ii). If the Indemnifying Party notifies delivers the Election Notice within the required time period, then the Indemnifying Party will immediately take control of the defense and investigation of the Claim and engage counsel reasonably satisfactory to the Indemnified Party of its election to so assume full control. In settle and defend the event Claim, at the Indemnifying Party does elect to so assume control, (a) the Party’s expense. The Indemnified Party shall be entitled will have the right, at its option, to participate in the response to such claim settlement or defense of the claim, with its own counsel and to employ counsel at its own expense to assist in the handling of such claim, (b) expense; but the Indemnifying Party shall obtain will have the right to control the settlement or defense. The Indemnifying Party will not enter into a settlement that imposes any liability or obligation on the Indemnified Party without the Indemnified Party's prior written consent. iii). If the Indemnifying Party fails to: (i) deliver a timely Election Notice; (ii) immediately take control of the defense and investigation of the Claim; (iii) engage counsel reasonably satisfactory to the Indemnified Party to handle and defend the Claim; or (iv) proceed in good faith with the prompt resolution of the Claim, then the Indemnified Party with prior written notice to the Indemnifying [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party, and without waiving any rights to indemnification, will have the right to defend or settle the Claim without the prior written approval consent of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Indemnifying Party, and (c) the . The Indemnifying Party shall promptly will reimburse the Indemnified Party promptly on demand for any legal expenses reasonably all Damages incurred by the Indemnified Party in connection with defending and settling the defense Claim. iv). Failure of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election Party to assume full control over the response to such claim. After notice by promptly notify in writing the Indemnifying Party to the Indemnified Party of its election to assume full control, will not relieve the Indemnifying Party shall not be liable to the Indemnified Party for of any further legal expenses incurred by such Indemnified Party in connection with the defense of liability that claim. If the Indemnifying Party does not assume sole control over might have, except to the response to extent that such claim as provided in this Section, failure prejudices the Indemnifying Party may participate in Parties ability to defend such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesclaim.”

Procedures. Promptly after receipt by any person or entity (a) Except with respect to indemnification pursuant to Article VI, a Person that may be entitled to indemnification be indemnified under the this Agreement (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide or parties liable for such indemnification (the "“Indemnifying Party"”) in writing of any pending or threatened Action, Order, claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened Action, Order, claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim in writing. No or demand; provided that the failure to so notify provide such notice shall not release the Indemnifying Party shall relieve the Indemnifying Party from any of its obligations under the Agreement this Article IX except to the extent that it can demonstrate damages the Indemnifying Party suffers actual loss or prejudice attributable as a result of such failure or delay, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to such failure. Except as provided the expiration of any applicable survival period specified in Section 13.29.1 for such representation, warranty, covenant or agreement. (b) Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to Section 9.2(a) or Section 9.3(a), the Indemnifying Party shall will be entitled entitled, by notice to have sole control over the response toIndemnified Party delivered within twenty (20) Business Days of the receipt of notice of such Third Party Claim, to assume the defense and settlement control of such claim, provided that, within fifteen Third Party Claim (15) days after receipt at the expense of such written notice, Indemnifying Party); provided that the Indemnifying Party notifies shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its election own counsel and at its own expense; provided, further, that the Indemnifying Party shall not be permitted to so assume full controlthe defense of any Third Party Claim if the Third Party Claim seeks any relief against any Indemnified Party that does not involve any monetary damages or any other payments. In the event If the Indemnifying Party does elect not assume, or is not permitted to so assume controlpursuant to the immediately prior sentence, (a) the defense and control of any Third Party Claim pursuant to this Section 9.4(b), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the response to defense of such claim Third Party Claim with its own counsel and to employ counsel at its own expense to assist expense. Purchaser or Seller, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the handling defense of any Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such claimThird Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided that (bi) the Indemnifying Party shall obtain the prior written approval consent of the Indemnified Party (which approval shall not to be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause judgment involves any injunctive relief to be imposed against binding on any of the Indemnified Parties or any finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party, and (cii) the Indemnifying Party shall promptly reimburse (A) pay or cause to be paid all amounts in such settlement or judgment (other than to the extent that such liabilities would constitute Covered Losses to which the De Minimis Amount or the Deductible would be applicable in accordance with the applicable provisions of Section 9.2 or Section 9.3, as applicable) and (B) obtain, as a condition of any settlement or other resolution, a complete and unconditional release of the Indemnified Parties affected by such Third Party for any legal expenses reasonably incurred by the Claim. No Indemnified Party in connection with the defense of such claim prior will consent to the Indemnified Party's receipt entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party's notice of its election Party (not to assume full control over be unreasonably withheld, conditioned or delayed); provided that, notwithstanding the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlforegoing, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond pay or settle any such claim if it irrevocably waives in a writing delivered to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by Party any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesright to indemnity therefor under this Agreement.

Procedures. Promptly after receipt by any person or entity The party seeking to be indemnified pursuant to this Section 12 (as applicable, the “Indemnified Party”) shall be entitled to indemnification under the Agreement hereunder only (the "Indemnified Party"a) of if it gives written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification hereunder (the "“Indemnifying Party"”) of any claims, suits or proceedings by third parties which may give rise to a claim for indemnification with reasonable promptness after receiving written notice of such claim (or, in writing. No the case of a proceeding, is served in such proceeding); provided, however, that failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations under the Agreement obligation to provide indemnification, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby, and (b) once the Indemnifying Party confirms in writing to the Indemnified Party that it can demonstrate damages or prejudice attributable is prepared to such failure. Except as provided in Section 13.2assume its indemnification obligations hereunder, the Indemnifying Party shall be entitled to have has sole control over the response to, defense and settlement of such the claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claimcost and expense; provided, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyhowever, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim be represented by its own counsel at its own cost in such manner as it may deem appropriatematters. Notwithstanding the foregoing, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse not settle or dispose of any such matter in any manner which would require the Indemnified Party to make any admission, or to take any action (except for ceasing use or distribution of the items subject to the claim) without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. Each party shall reasonably cooperate with the other party and its counsel in the course of the defense of any such costs suit, claim or demand, such cooperation to include using reasonable efforts to provide or make available documents, information and expenseswitnesses and to mitigate damages.

Procedures. Promptly Each Indemnified Party shall give notice to the Indemnifying Party promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "such Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) Party has actual knowledge of any civilclaim as to which indemnity may be sought, criminaland shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, administrative provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or investigative action or proceeding involving a claimany litigation resulting therefrom, in respect of which shall be approved by the Indemnified Party will seek indemnification pursuant to the Agreement(whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense. The failure of any Indemnified Party to give notice as provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement this Section 5 except to the extent that it can demonstrate damages or prejudice attributable the omission results in a failure of actual notice to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies is materially prejudiced or damaged in its ability to defend such claim as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of its election a release from all liability in respect to so assume full controlsuch claim or litigation. In the event the Indemnifying Party does elect to so assume control, (a) the No Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such settle any claim, (b) action or proceeding with respect to which indemnification is sought without the written consent of the Indemnifying Party. Each Indemnified Party shall obtain furnish such information regarding itself or the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the in question as an Indemnifying Party may reasonably request in writing and as shall promptly reimburse the Indemnified Party for any legal expenses be reasonably incurred by the Indemnified Party required in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseslitigation resulting therefrom.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") a party hereto of notice of any claim which could give rise to a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek right to indemnification pursuant to Section 9.2 or Section 9.3, such party (the Agreement, “Indemnified Party”) shall give the other party (the “Indemnifying Party”) written notice describing the claim in reasonable detail. The failure of an Indemnified Party to give notice in the manner provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement this Article, except to the extent that it can demonstrate damages such failure to give notice materially prejudices the Indemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or prejudice attributable to defend, at its own expense and by its own counsel, any such failurematter involving the asserted liability of the party seeking such indemnification. Except as provided in Section 13.2Notwithstanding the foregoing, the Indemnifying Party shall be entitled to have sole control over not settle or compromise any claim, without the response to, defense and Indemnified Party’s prior written consent where (a) the settlement or compromise of such claimclaim would materially and adversely affect the rights of the Indemnified Party to use the Acquired Assets or the Licensed Technology or (b) the amount of Damages agreed to in such settlement or compromise would exceed the Indemnifying Party’s obligations under this Article 9, provided thatand such settlement or compromise does not contain a release of the Indemnified Party for the amount of Damages in excess of the Indemnifying Party’s obligations under this Article 9. If the Indemnifying Party shall undertake to compromise or defend any such asserted liability, within fifteen it shall promptly (15and in any event not less than ten (10) days after receipt of such written the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party notifies and its counsel in the compromise or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. Notwithstanding the foregoing, if the Indemnifying Party elects not to compromise or defend the asserted liability, or fails to notify the Indemnified Party of its election to so assume full control. In compromise or defend as herein provided, (i) the event Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, (ii) any payment made therewith shall be included as part of the indemnification obligation of the Indemnifying Party does elect hereunder, and (iii) the Indemnifying Party shall cooperate with the Indemnified Party and its counsel in compromise or defense against the asserted liability. Notwithstanding the foregoing, the Indemnified Party may not settle or compromise any claim without consent of the Indemnifying Party, such consent which shall not unreasonably be withheld. The Indemnified Party shall have at all times the right to so assume controlparticipate fully in the defense, at its own expense; provided, however, that the Indemnifying Party shall pay the legal fees of one counsel for the Indemnified Party if the Indemnified Party has been advised by counsel that there would be a conflict of interest in having the same counsel represent the Indemnified Party and the Indemnifying Party. In connection with the defense of any claim, each party shall make available to the party controlling the defense any books, records or other documents within its control that are necessary or appropriate for such defense; provided, however, any such books, records or other documents which are made available hereunder shall be held in strict confidence by the receiving party and such disclosure obligation shall apply only to the extent that such books, records or other documents relate to the Products. Notwithstanding anything to the contrary in this Section 9.4, (a) the Indemnified Party party conducting the defense of a claim shall be entitled (i) keep the other party informed on a reasonable and timely basis as to participate the status of the defense of such claim (but only to the extent such other party is not participating jointly in the response to such claim and to employ counsel at its own expense to assist in the handling defense of such claim), and (ii) conduct the defense of such claim in a prudent manner, and (b) the Indemnifying Party shall obtain not cease to defend, settle or otherwise dispose of any claim without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseswithheld).

Procedures. Promptly after receipt by any A person or entity entitled to indemnification under the this Agreement (the "“Indemnified Party"”) of shall, as a condition to the other party’s obligations under this Section 8, tender a claim to the other party obligated to provide indemnification under this Agreement (“Indemnifying Party”) in writing within two (2) weeks after first receiving written notice of a the claim, or of provide all information in its possession relating to the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which and reasonably cooperate and, at the Indemnified Party will seek indemnification pursuant Indemnifying Party’s expense, assist with the Indemnifying Party’s efforts to defend the Agreement, claim; provided that the failure to provide such notice by the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement obligation to indemnify hereunder except and only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementis materially prejudiced. The Indemnifying Party shall promptly reimburse assume the defense of the claim at its own expense, and shall pay all costs associated with the defense (including reasonable attorneys’ fees) and the amount of any settlement reached or final judgment specifically attributable to such claim. The Indemnifying Party shall have full control over such defense, including any settlement discussions or agreement. Notwithstanding the foregoing, the Indemnified Party for may participate at its own expense in the defense and any settlement discussions, and shall have the right to approve any settlement agreement purporting to bind the Indemnified Party or which otherwise affects any Intellectual Property of the Indemnified Party; provided, however, that such costs and expensesapproval shall not be unreasonably withheld.

Procedures. Promptly after receipt by (a) In the event that any person claim or entity demand for which Seller or Buyer (in such context (the “Indemnifying Party”) would be liable to a Person entitled to indemnification under in accordance with Section 11.2 (in such context, the Agreement (the "“Indemnified Party"”) of notice of a claim, is asserted against or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the sought to be collected from an Indemnified Party will seek indemnification pursuant to the Agreementby a third party, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") give reasonably prompt notice of such claim or demand promptly to the Indemnifying Party, which notice shall specify the nature of such claim or demand in writing. No reasonable detail and the amount or the estimated amount thereof to the extent then reasonably feasible (the “Claim Notice”) and shall attach to such Claim Notice copies of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim in the possession of the Indemnified Party; provided that the failure of the Indemnified Party to so notify give the Indemnifying Party a Claim Notice on a reasonably prompt basis shall not relieve the Indemnifying Party of from its obligations under the Agreement Section 11.2, except to the extent that it can demonstrate damages or of any actual prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement as a result of such claim, provided that, within fifteen delay. (15b) The Indemnifying Party shall have thirty (30) days after from the receipt of a Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such written notice, claim or demand. If the Indemnifying Party notifies the Indemnified Party of its election within the Notice Period that it desires to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) defend the Indemnified Party shall be entitled to participate in the response to against such claim and to employ counsel at its own expense to assist in the handling of such claimor demand, (b) the Indemnifying Party shall obtain have the right to defend the Indemnified Party by appropriate proceedings; provided, however, that the Indemnifying Party shall not, without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld, delayed or delayed) before entering conditioned), consent to the entry of any judgment against the Indemnified Party or enter into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against compromise that (i) does not include, as an unconditional term thereof, the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred giving by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party claimant or plaintiff to the Indemnified Party of its election a release, in form and substance reasonably satisfactory to assume full controlthe Indemnified Party, from all liability in respect of such claim or litigation, or (ii) includes terms and conditions that, in the reasonable judgment of the Indemnified Party, impose any burden, restraint, cost, liability, duty or other obligation on the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable entitled to assume the control of the defense of any claim that (w) seeks injunctive, equitable or other non-monetary relief, (x) involves a claim of fraud by the Indemnified Party or any of its Affiliates, (y) involves any criminal or quasi-criminal proceeding or (z) in the reasonable opinion of the Indemnified Party, involves a bona fide conflict of interest between the Indemnifying Party and the Indemnified Party. The Indemnified Party shall make available, upon reasonable notice and during normal business hours, to the Indemnifying Party and its agents and representatives, at the Indemnifying Party’s expense, all records, documents, information, data and other materials which may be reasonably required in the defense of such third party claim, and shall otherwise cooperate, at the Indemnifying Party’s expense, with and assist the Indemnifying Party in its defense of the claim; provided that in no event shall the Indemnifying Party have access to any information to the extent such access would violate Laws or would destroy any legal privilege or would violate any obligation of confidentiality. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense; provided that, the Indemnifying Party shall bear the reasonable fees and expenses of one separate counsel (and additional counsel in local jurisdictions as may be reasonably necessary) of the Indemnified Party (and shall pay such fees and expenses at least quarterly) if the Indemnified Party shall have reasonably concluded that there may be a conflict of interest (including one or more legal defenses or counterclaims available to it which are different from or in addition to those available to the Indemnifying Party) that would make it inappropriate, in the reasonable judgment of the Indemnified Party, for the same counsel to represent both the Indemnified Party and the Indemnifying Party. (c) In the event that the Indemnifying Party does not provide notice to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with during the Notice Period of its intent to and then assume the defense of that a third party claim, the Indemnified Party may assume the defense of such claim and, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise with respect to such claim; provided that, if the Indemnifying Party has not provided its consent thereto in accordance with this sentence, such entry of judgment or settlement shall not be conclusive as to the Indemnifying Party’s obligations under Section 11.2. If the Indemnifying Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. (d) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not assume sole control over involve a claim or demand being asserted against or sought to be collected from it by a third party, the response Indemnified Party shall promptly upon becoming aware of the nature of and basis for such claim send a Claim Notice with respect to such claim as provided in this Section, to the Indemnifying Party may participate in such response Party, and the Indemnified Party shall have the right to respond to and defend the may pursue such claim in such manner as it may deem appropriate, at accordance with the reasonable cost terms and expense conditions of this Agreement; provided that the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse failure of the Indemnified Party for to give the Indemnifying Party a Claim Notice on a reasonably prompt basis shall not relieve the Indemnifying Party from its obligations under Section 11.2, except to the extent of any actual prejudice to the Indemnifying Party as a result of such costs and expensesdelay.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim. (d) ▇▇▇▇▇▇▇ and CBS acknowledge and agree that, if the Closing occurs, the indemnification provisions of this Article 9 shall be bound the sole and exclusive remedies of ▇▇▇▇▇▇▇ and CBS for any breach of the representations or warranties or nonperformance of any covenants and agreements of ▇▇▇▇▇▇▇ or CBS contained in this Agreement, any ▇▇▇▇▇▇▇ Ancillary Agreement or any CBS Ancillary Agreement, provided, however, that nothing in this Section 9.2(d) shall prevent either party from specifically enforcing any provision of this Agreement as provided in Section 10.4, or relieve or limit the liability of either party from any liability or Damages arising out of or resulting from fraud in the making of the representations and warranties in Article 2 or Article 3 of this Agreement. (e) Notwithstanding anything in the Agreement to the contrary, neither party shall have any liability, either in contract or in tort, and whether for claims arising prior to Closing or for indemnification after Closing, under any circumstances for the consequential damages of the other party (meaning special, indirect or similar damages that arise from the special circumstances of the other party, whether or not communicated or reasonably foreseeable) or for punitive or exemplary damages, diminution in value or any damages based on any type of multiple of profits, earnings or cash flow of any party, except, in each case, to the extent awarded by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesa court of competent jurisdiction in connection with a third party claim.

Procedures. Promptly after receipt by any person or entity Whenever a claim shall arise for indemnification under this Article 10, with the exception of claims for litigation expenses to be funded on an ongoing basis, the Person entitled to indemnification under the Agreement (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that from whom indemnification is obligated to provide such indemnification sought (the "“Indemnifying Party"”) of such claim in writingand, when known, the facts constituting the basis for such claim. No failure Failure of an Indemnified Party to so notify the give reasonably prompt notice of any claim shall not release, waive or otherwise affect an Indemnifying Party shall relieve the Indemnifying Party of its Party’s obligations under the Agreement with respect thereto except to the extent that it the Indemnifying Party can demonstrate damages or actual loss and prejudice attributable to as a result of such failure. Except as provided In the event of any such claim for indemnification resulting from or in Section 13.2connection with a claim or legal proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, elect by notice to the Indemnified Party to assume the defense; provided, however, that the Indemnifying Party makes such election within 15 days after delivery of notice of claim from the Indemnified Party and agrees in writing to pay the full amount of such indemnification to the Indemnified Party. If an Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall be entitled to have sole control over select counsel satisfactory to the response toIndemnified Party and take all steps necessary in the settlement or defense thereof; provided, defense and that no settlement shall be made without the prior written consent of such claim, provided that, within fifteen (15) days after receipt the Indemnified Party unless the settlement involves only payment of such written notice, money damages by the Indemnifying Party notifies and a release of the Indemnified Party from all liability. The Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its election to so assume full controlchoice. In the event So long as the Indemnifying Party does elect to so assume controlis in good faith defending such claim or proceeding, (a) the Indemnified Party shall be entitled to participate in the response to not compromise or settle such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain without the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt consent of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to defense of any such claim as provided or litigation in this Sectionaccordance with the terms hereof, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and may defend the against such claim or litigation in such manner as it may deem appropriate, at including, but not limited to, settling such claim or litigation (after giving notice of the reasonable cost and expense of same to the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse ) on such terms as the Indemnified Party for such costs may deem appropriate, and expensesthe Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of Section 10.1.

Procedures. Promptly after receipt by If any person Claim is threatened or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of commenced against any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant that an Indemnifying Party is obligated to the Agreementindemnify and hold harmless an Indemnified Party under Sections 15.1 or 15.2, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve of the same as promptly as practicable; provided, however, that any delay by the Indemnified Party in notifying the Indemnifying Party shall not constitute a breach of its obligations this Agreement and shall not excuse the Indemnifying Party's obligation under the Agreement this Section 15 except to the extent extent, if any, that it can demonstrate damages or prejudice attributable to the Indemnifying Party is prejudiced by such failuredelay. Except as provided in Section 13.2After such notice, the Indemnifying Party shall be entitled to have sole control over the response toentitled, defense and settlement of such claim, provided that, if it so elects in writing within fifteen ten (1510) days after receipt of such written notice, to take control of the defense, investigation and settlement of such Claim and to employ and engage attorneys of its choice reasonably acceptable to the Indemnified Party to handle, defend and/or settle the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party notifies and its attorneys in the settlement, investigation, trial and defense of such Claim and any appeal arising there from; provided however, that the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlmay, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist cost and expense, participate through its attorneys or otherwise, in the handling such settlement, investigation, trial and defense of such claim, (b) the Claim and any appeal arising there from. The Indemnifying Party shall obtain not settle any Claim that involves a remedy other than the payment of money without the prior written approval consent of the Indemnified Party (Party, which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party"a) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the The Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party of any indemnified claim. Any failure by the Indemnified Party to give such notice shall not relieve the such Indemnifying Party of from its obligations under obligation to indemnify the Agreement Indemnified Party except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is actually prejudiced as a result of such failure. . (b) Except as provided in Section 13.2for claims involving any Third Party Infringement or Third Party Claim, and without limiting the Indemnifying Party’s indemnity obligations herein, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so may assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense option by written notice to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of any claim with counsel selected by such claim prior Indemnifying Party reasonably acceptable to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to assumes such claim as provided in this Sectiondefense, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond meaningfully participate in the defense thereof and to and defend the claim in such manner as it may deem appropriate, employ counsel at the reasonable its sole cost and expense that is separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. (c) Whether or not the Indemnifying Party assumes the defense of a claim pursuant to Section V(2)(b), the Indemnified Party shall not admit any liability with respect to, or settle, compromise, consent to judgment or discharge, any claim, except with the prior written consent of the Indemnifying Party, who which consent shall not be bound by unreasonably withheld. (d) If a bona fide settlement offer is made with respect to a claim other than a claim involving any settlement. The Third Party Infringement or Third Party Claim and the Indemnifying Party shall promptly reimburse desires to accept and agree to the offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect (the “Settlement Notice”). If the Settlement Notice (i) includes a full release of the Indemnified Party, (ii) does not have any material adverse monetary effect or continuing liability or obligation on the Indemnified Party, (iii) the entire cost of such settlement is paid by the Indemnifying Party and (iv) the Indemnified Party fails to consent to the settlement offer within ten (10) Business Days after receipt of the Settlement Notice or rejects the settlement offer, then the Indemnified Party shall thereafter be solely responsible for continuing the defense of such costs claim. In that event, the maximum liability of the Indemnifying Party as to such claim will not exceed the amount of such settlement offer. (e) If the Indemnifying Party opts not to assume the defense as set forth in Section V(2)(b), (i) then the Indemnified Party shall afford the Indemnifying Party the opportunity to be meaningfully involved with respect to the response to and expensesdefense and/or settlement of the claim, such cooperation to include consultation on all material matters, including defense and settlement strategy and tactics, with the Indemnifying Party and (ii) the Indemnifying Party may employ counsel at its sole cost and expense that is separate from the counsel employed by the Indemnified Party, it being understood that the Indemnified Party shall control such defense.

Procedures. Promptly after receipt by any person or entity entitled to indemnification Any indemnified party submitting an indemnity claim under the Agreement this Section 13, as applicable (the "“Indemnified Party"”), shall: (a) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification indemnifying Party (the "“Indemnifying Party") ”), of such claim in writing. No failure to so notify writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that, no failure to provide such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its obligations under the Agreement indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2the case of the foregoing clauses (b) and (c), the Indemnifying Party shall be entitled to have sole control over not, without the response to, defense and settlement written consent of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlParty, compromise or settle any suit or proceeding unless such compromise or settlement (ai) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, is solely for monetary damages (b) for which the Indemnifying Party shall obtain be responsible), (ii) does not impose injunctive or other equitable relief against the prior written approval Indemnified Party and (iii) includes an unconditional release of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement from all liability on claims that are the subject matter of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the proceeding. The Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party (in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim capacity as provided in this Section, the Indemnifying Party such) may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, defense at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesits own expense.

Procedures. Promptly after receipt The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person third parties or entity entitled other circumstances that could give rise to an indemnification obligation hereunder against the indemnifying party (a "Claim"), but a failure to give such notice or delaying such notice shall not affect the indemnified party's right to indemnification under and the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, indemnifying party's obligation to indemnify as set forth in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party's ability to remedy, contest, defend or prejudice attributable settle with respect to such failureClaim is thereby prejudiced. Except as provided in Section 13.2, The obligations and liabilities of the Indemnifying Party parties with respect to any Claim shall be entitled subject to have sole control over the response to, defense following additional terms and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, conditions: (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (b) In the event that the indemnifying party shall elect not to undertake such defense or opposition, or, within twenty (20) days after written notice (which shall include sufficient description of background information explaining the basis for such Claim) of any such Claim from the indemnified party, the indemnifying party shall fail to undertake to defend or oppose, the indemnified party (upon further written notice to the indemnifying party) shall have the right to undertake the defense, opposition, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and defend for the claim in account and risk of the indemnifying party (subject to the right of the indemnifying party to assume defense of or opposition to such manner as it may deem appropriateClaim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel or other representatives concerning such Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim. (d) All claims not disputed shall be bound paid by the indemnifying party within thirty (30) days after receiving notice of the Claim. "Disputed Claims" shall mean claims for Damages by an indemnified party which the indemnifying party objects to in writing within thirty (30) days after receiving notice of the Claim. In the event there is a Disputed Claim with respect to any settlementDamages, the indemnifying party shall be required to pay the indemnified party the amount of such Damages for which the indemnifying party has, pursuant to a final determination, been found liable within ten (10) days after there is a final determination with respect to such Disputed Claim. The Indemnifying Party A final determination of a Disputed Claim shall promptly reimburse be (i) a judgment of any court determining the Indemnified Party for validity of a Disputed Claim, if no appeal is pending from such costs judgment and expensesif the time to appeal therefrom has elapsed; (ii) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award and if the time within which to move to set aside such award has elapsed; (iii) a written termination of the dispute with respect to such claim signed by the parties thereto or their attorneys; (iv) a written acknowledgment of the indemnifying party that it no longer disputes the validity of such claim; or (v) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

Procedures. Promptly after receipt (a) If a claim, Action, suit or proceeding (including a claim, Action, suit or proceeding by a Person who is not a Party or an Affiliate thereof, such claim, Action, suit or proceeding being referred to as a “Third Party Claim”) is made or threatened in writing to be made against any person or entity Person entitled to indemnification under the Agreement pursuant to Section 5.2(g) or Section 6.2 (the "an “Indemnified Party"”), and if such Person intends to seek indemnity with respect thereto under Section 5.2(g) of notice of a claimor this Article 6, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the such Indemnified Party shall promptly notify give a Notice of Claim to the party that is Party obligated to provide indemnify such indemnification Indemnified Party under Section 5.2(g) or Section 6.2 (such notified Party, the "Indemnifying “Responsible Party") of such claim in writing. No ”); provided, that the failure to so notify the Indemnifying Party give such Notice of Claim shall not relieve the Indemnifying Responsible Party of its indemnification obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2the Responsible Party is materially prejudiced thereby. (b) Upon receipt of a Notice of Claim for a Third Party Claim, the Indemnifying Responsible Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen thirty (1530) days after receipt of such written noticenotice to assume the control of and conduct, through counsel chosen by the Indemnifying Responsible Party notifies at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate in good faith with the Responsible Party in connection therewith; provided, that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of its election such counsel shall be borne by such Indemnified Party unless, in the opinion of counsel, representation of both the Responsible Party and the Indemnified Party by the same counsel would be inappropriate under applicable standards of professional care due to so assume full control. In actual or potential conflicts of interest as between such parties, in which case the event the Indemnifying Party does elect to so assume control, (a) fees and expenses of counsel selected by the Indemnified Party shall be entitled to participate in borne by the response to Responsible Party). So long as the Responsible Party is reasonably contesting any such claim and to employ counsel at its own expense to assist in the handling of such claimgood faith, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld pay or delayed) before entering into settle any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by Notwithstanding the Indemnifying Party to the Indemnified Party foregoing provisions of its election to assume full controlthis Section 6.3(b), the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim pay or settle any such claim; provided, that in such manner event it shall waive any right to indemnity or reimbursement therefor by the Responsible Party or from the Indemnity Escrow Account, as it the case may deem appropriatebe, at for such claim unless the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Responsible Party shall promptly reimburse have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s Notice of Claim hereunder that it elects to undertake the defense thereof, the Indemnified Party, acting reasonably and in good faith, shall have the right to contest, settle or compromise the claim and shall not thereby waive any right to indemnity or reimbursement therefor pursuant to this Agreement (subject to the applicable conditions and limitations provided in this Article 6). (c) Notwithstanding any other provision of this Agreement to the contrary, if a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Responsible Party desires to accept and agree to such offer, the Responsible Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party does not consent to such firm offer within a reasonable period of time after its receipt of such notice, the Indemnified Party may elect to assume the defense of such Third Party Claim and in such event, the maximum liability of the Responsible Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party so fails to consent to such firm offer and also fails to assume control of the defense of such Third Party Claim, the Responsible Party may resolve and settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. The Responsible Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), enter into any settlement except as set forth in this Section 6.3(c). (d) With respect to any Notice of Claim by an Indemnified Party relating to a Loss which does not arise out of or result from a Third Party Claim (a “Direct Claim”), the Responsible Party shall have thirty (30) days after receipt of such notice to respond in writing to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Responsible Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim. If the Responsible Party does not so respond within such thirty (30)-day period, the Responsible Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall 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) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent such Indemnified Party determines in good faith is reasonably necessary to remedy, cure or respond to the consequences of the breach, default or non-compliance that gives rise to such Loss. (f) The Responsible Party and expensesthe Indemnified Party shall reasonably cooperate in the defense or prosecution of any Third Party Claim to ensure the proper and adequate defense thereof, and shall reasonably cooperate with respect to any Direct Claim, in each case in respect of which indemnity may be sought hereunder and each (or a duly authorized Representative of such Party) shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested or necessary in connection therewith. (g) The above provisions of this Section 6.3 shall not apply to any claim for indemnification with respect to Taxes (including any Excluded Taxes), the procedures with respect to which shall be governed by Section 5.4. Payments by a Responsible Party pursuant to Section 5.4 with respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized in cash in the Tax year such Loss is incurred as a result of such Loss by the Indemnified Party.

Procedures. Promptly (a) As soon as reasonably practicable after receipt by the Sellers, on the one hand, or the Buyer, on the other hand, becomes aware of any person claim that they or entity entitled to indemnification it have or has under the Agreement this Article X that may result in a Loss (a “Claim”), such Party (the "“Indemnified Party"”) of shall give written notice of thereof (a claim, or “Claims Notice”) to the other Party (the “Indemnifying Party”). A Claims Notice shall describe the Claim in reasonable detail and shall set forth the Indemnified Party’s good faith calculation of the commencement (Loss that has been suffered by the Indemnified Party. No delay in or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving failure to give a claim, in respect of which Claims Notice by the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall respond to the Claims Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. Any Claim Response must specify whether the Indemnifying Party disputes the Claim described in the Claims Notice (or the amount of Losses set forth therein). If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice with respect to such undisputed Claim will be conclusively deemed to be an obligation of the Indemnifying Party, and (i) if the Indemnifying Party is the Buyer, then the Buyer shall pay, in cash, to the Indemnified Party within ten days after the last day of the applicable Response Period the amount specified in the Claims Notice with respect to such undisputed Claim subject to the limitations set forth in this Article X and (ii) if the Indemnifying Party is any Seller, then the Buyer and the Representative shall within three days, deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Buyer from the Base Escrow Amount, the amount of Losses specified in the Claim Notice, subject to the limitations contained in this Article X. If the Base Escrow Amount has been depleted, then the applicable Sellers shall pay to the Buyer within ten days after the last day of the applicable Response Period, the remaining amount specified in the Claim Notice subject to the limitations contained in this Article X. If the Indemnifying Party delivers a Claim Response within the Response Period indicating that it disputes one or more of the Claims identified in the Claims Notice, then the Buyer and the Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute. If the Buyer and the Representative are unable to reach agreement within 15 days after the conclusion of the Response Period, then either the Buyer or the Representative may resort to other legal remedies subject to the limitations set forth in this Article X. For all purposes of this Article X (including those pertaining to disputes under this Section 10.4(b)), the Agreement Buyer and the Sellers shall cooperate with and make available to the other Party and its respective representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as reasonably may be required in connection with the resolution of such disputes. (c) In the event of any claim by a third party against the Buyer or any Seller for which indemnification is available hereunder, the Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 60 days of receipt of a Claims Notice from the Indemnified Party or within 30 days of receipt of any New Facts, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party. Without limiting the foregoing, if the Indemnified Party has previously delivered a Claims Notice to the Indemnifying Party, and the Indemnifying Party is or was eligible to but has not elected or did not elect to assume control of the defense of such claim, then the Indemnified Party shall promptly (i) disclose in writing to the Indemnifying Party any material new or materially changed allegations or claims being asserted against the Indemnified Party in respect of such claim, and (ii) upon request of the Indemnifying Party, provide a written summary of the status of such claim to the Indemnifying Party (all of the information provided in clauses (i) and (ii) above, if such summary discloses a change that is adverse to the Indemnifying Party, the “New Facts”). No delay in or failure to give a notice of New Facts by the Indemnified Party to the Indemnifying Party shall adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party, except to the extent that it can demonstrate damages the Indemnifying Party is materially prejudiced by such delay or prejudice attributable to such failure. Except If the Indemnifying Party is a Seller, such Indemnifying Party will be entitled to defend and settle such claim using the Base Escrow Amount and the Representative and the Buyer jointly shall instruct the Escrow Agent to release funds held under the Escrow Agreement for this purpose from time to time in accordance with the provisions of this Agreement and the Escrow Agreement. If the Indemnifying Party is the Buyer, such Indemnifying Party shall not be entitled to defend such claim using the Base Escrow Amount. If the Indemnifying Party has assumed such defense as provided in this Section 13.210.4(c), the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall will not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party liable for any legal expenses reasonably subsequently incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such defense of any third party claim as provided in accordance with this SectionSection 10.4(c), the Indemnifying Party may participate in such response and the Indemnified Party shall have the right may continue to respond to and defend the such claim in such manner as it may deem appropriate, at the reasonable sole cost and expense of the Indemnifying Party (subject to the limitations set forth in this Article X) and the Indemnifying Party still may participate in, but not control, the defense of such third party claim at the Indemnifying Party, who shall be bound by any settlement’s sole cost and expense. The Indemnified Party will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party shall promptly reimburse (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim, will consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim. The Party responsible for the defense of such third party claim (the “Responsible Party”) shall, to the extent reasonably requested by the other Party, keep such other Party informed as to the status of such claim. With respect to a third party claim for which a Seller is the Responsible Party, the Buyer shall make available to the applicable Seller, the Representative and their representatives all books and records of the Buyer, Holdco and Enginetics relating to such third party claim and shall cooperate with the applicable Seller and the Representative in the defense of the third party claim. (d) Notwithstanding the proceeding provisions of this Section 10.4, with respect to any claim arising out of any matter identified on Schedule 10.2(c), the Representative shall have the sole and absolute right to assume and conduct the defense of such claim with counsel selected by the Representative and the Representative will be entitled to settle such claim using the Special Escrow Amount and the Representative and the Buyer jointly shall instruct the Escrow Agent to release funds held under the Escrow Agreement to the Representative to pay defense costs and expensesexpenses from time to time and costs of settlement or judgment in accordance with the provisions of this Agreement and the Escrow Agreement. (e) On the 12-month anniversary of the Closing Date (the “Base Escrow Termination Date”), all funds representing the Base Escrow Amount under the Escrow Agreement shall be released to the Representative for the benefit of the Sellers, minus the amount of any Losses determined by the Buyer reasonably and in good faith for any valid claims for reimbursement from the Base Escrow Amount hereunder that have been timely and properly made and delivered to the Representative prior to the Base Escrow Termination Date, which claims and Losses are made and determined in accordance with this Article X including this Section 10.4

Procedures. Promptly after receipt by any person or entity entitled The following procedures shall apply to indemnification the administration of all grievances filed under this procedure. a. Except at Step 1, all grievances shall be in writing and shall include the Agreement (the "Indemnified Party") of notice of a claim, or name and position of the commencement (aggrieved party; the identity of the provisions of this Agreement involved in the grievance; the time and place where the alleged events or threatened commencement) conditions constituting b. the grievance took place; the identity of any civilthe party responsible for causing the said grievance, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant if known to the Agreementaggrieved party; and a general statement of the nature of the grievance and the redress sought by the aggrieved party. c. Except at Step 1, all decisions shall be rendered in writing at each step of the grievance procedure. Each decision shall be transmitted to the Union, the Indemnified Party shall promptly notify the aggrieved party that is obligated to provide such indemnification (the "Indemnifying Party") and his representation, if any. d. If a grievance affects a substantial number of such claim in writingemployees, it may be submitted at Step 3. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party Such grievances shall be entitled known as policy grievances and may be filed by the Union on behalf of employees without specifically listing all affected employees. e. Nothing contained herein shall be construed as limiting the right of an employee having a grievance to have sole control over discuss the response to, defense matter informally with any appropriate member of the administration and settlement having said matter informally adjusted without the intervention of such claimthe Union, provided that, within fifteen (15) days after receipt that the adjustment is not inconsistent with the terms of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. this Agreement. f. In the event the Indemnifying Party does elect that any grievance is adjusted without formal determination, pursuant to so assume controlthis procedure, (a) the Indemnified Party while such adjustment shall be entitled final and binding upon the aggrieved party in all respects, said adjustment shall not create a precedent or ruling binding upon the parties in future proceedings. g. This shall be the sole and exclusive procedure for disputes concerning any type of discipline or discharge actions. h. The time limits provided herein will be strictly adhered to participate and any grievance not filed initially or appealed within the specified time limits will be deemed waived and void. If the Employer fails to reply within the specified time limit, the grievance shall be deemed denied and the Union shall have the opportunity to advance the grievance to the next step in accordance with the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior parties’ established time limits. The time limits specified for either party may be extended only by written approval of the Indemnified Party (which approval mutual agreement. i. This procedure shall not be unreasonably withheld used for the purpose of adding to, subtracting from, or delayed) before entering into altering in any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyway, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice provisions of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesAgreement.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim; and (iv) neither party shall have any liability to the other under any circumstances for special, indirect, consequential, punitive or exemplary damages or lost profits or similar damages of any kind, whether or not foreseeable. (d) After Closing, excepting claims for fraud, all claims for breach of representations or warranties under this Agreement shall be bound by any settlement. The Indemnifying Party shall promptly reimburse subject to the Indemnified Party for such costs and expenseslimitations set forth in Section 9.2(b) or 9.2(d), as applicable.

Procedures. Promptly after receipt by any person or entity entitled to (i) Any party seeking indemnification under the Agreement this Section 7 (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify give the party that from whom indemnification is obligated to provide such indemnification being sought (the "Indemnifying Party") notice of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof. The obligations of an Indemnifying Party under this Section 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Section 7 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: Within 30 days after receipt by an Indemnified Party of notice of (i) any Third Party Claim or (ii) the commencement of any action or proceeding which may entitle such Indemnified Party to indemnification under this Section 7, such Indemnified Party shall give the Indemnifying Party written notice of such claim in writingor the commencement of such action or proceeding and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim. No The failure to so notify give the Indemnifying Party timely notice under this Section 7 shall not preclude the Indemnified Party from seeking indemnification from the Indemnifying Party unless the Indemnifying Party has been materially prejudiced by such failure. (ii) If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Indemnified Party, the obligations of the Indemnifying Party as to such claim shall be limited to assuming, in good faith, the defense of such claim or litigation and to holding the Indemnified Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom; provided, however, that the Indemnified Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall relieve direct and control the Indemnifying defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. Without the written consent of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2Indemnified Party, the Indemnifying Party shall be entitled to have sole control over not, in the response to, defense and settlement of such claimclaim or any litigation resulting therefrom, provided that, within fifteen (15) days after receipt 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 the plaintiff to the Indemnified Party of a release from all liability in respect of such written notice, claim or litigation. No such claim or litigation resulting therefrom which is being defended in good faith by the Indemnifying Party notifies shall be settled or compromised without the written consent of the Indemnifying Party. (iii) If the Indemnifying Party shall not, within 30 days of receipt of notice of any such claim or litigation, give notice to the Indemnified Party of its election intention to so assume full control. In the event the Indemnifying Party does elect to so assume controldefense of any such claim or litigation resulting therefrom, (a) the Indemnified Party may, but shall be entitled to participate in the response to have no obligation to, defend against such claim or litigation, acting in good faith and to employ counsel at its own expense to assist in such manner as it may deem appropriate, and the handling of Indemnified Party may compromise or settle such claim, (b) claim or litigation without the Indemnifying Party's consent. The Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into promptly pay any such settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, litigation and (c) the Indemnifying Party shall also promptly reimburse the Indemnified Party for any the amount of all reasonable expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claimor litigation. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlIn addition, the Indemnifying Party shall not be liable to promptly pay the Indemnified Party for amount of any further legal expenses incurred by such Indemnified Party in connection judgment rendered with the defense of that claim. If the Indemnifying Party does not assume sole control over the response respect to such claim as provided in this Section, the Indemnifying Party may participate or in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseslitigation.

Procedures. Promptly after receipt by any person or entity Any Person that may be entitled to indemnification under the this Agreement (the an "Indemnified Party") of shall give written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is Person obligated to provide such indemnification indemnify it (the an "Indemnifying Party") with reasonable promptness upon becoming aware of any claim or other facts upon which a claim for indemnification will be based; the notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate in writingsuch defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection therewith at the Indemnifying Party's expense. No failure to so notify In the event that the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assumed the defense of such the claim prior with counsel reasonably satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by such the Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementthereof. The Indemnifying Party shall promptly reimburse not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party for such costs and expensesprior to ceasing to defend, settling or otherwise disposing of any claim. In no event shall CID Lines constitute, settle or otherwise resolve any claim relating to the Trademark.

Procedures. Promptly after receipt by any person or entity Each party entitled to indemnification under the Agreement this Section 6 (the "Indemnified Party") of shall give notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated required to provide such 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 (which approval shall not unreasonably be withheld), and the Indemnified Party may participate in writing. No such defense at such party's expense, and provided further that the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the Agreement except failure to the extent that it can demonstrate damages or prejudice attributable give such notice is materially prejudicial to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the an Indemnifying Party's notice of its election ability to assume full control over the response to defend such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlaction and provided further, that the Indemnifying Party shall not be liable assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party for Party, consent to entry of any further legal expenses incurred judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be liable for indemnification hereunder with respect to any settlement or consent to judgment, in connection with any claim or litigation to which these indemnification provisions apply, that has been entered into without the defense prior consent of that claim. If the Indemnifying Party does (which consent will not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesunreasonably withheld).

Procedures. 17.3.1 Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civilaction, criminaladministrative, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article may apply, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve in writing of such fact, but the failure so to notify such Indemnifying Party of its obligations under any such action shall not relieve such Indemnifying Party from any liability which it may have to the Agreement Indemnified Party except to the extent that it can demonstrate damages or prejudice attributable such failure to such failurenotify shall adversely affect the fights of the Indemnifying Party. Except as provided in Section 13.2, the The Indemnifying Party shall be entitled to have sole control over participate at its own expense in the response todefense or, if it so elects, to assume the defense thereof with counsel designated by such Party and settlement of satisfactory to the Indemnified Party, provided, however, that if the defendants in any such claim, provided that, within fifteen (15) days after receipt of such written notice, action include both the Indemnified Party and the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) and the Indemnified Party shall have reasonably concluded that there may be entitled legal defenses available to participate in the response it which are different from or additional to, or inconsistent with, those available to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to select and defend the claim in such manner as it may deem appropriatebe represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.3.2 The Indemnifying Party shall bear the reasonable cost fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph (A), (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall. have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, who which consent shall not be bound by any settlementunreasonably withheld or delayed. The If the Indemnifying Party shall promptly reimburse fails to assume the defense of a claim meriting indemnification, the Indemnified Party for may at the expense of the Indemnifying Party contest, settle, or pay such costs and expensesclaim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement.

Procedures. 15.6.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over defend the response toclaim or 15.6.2 If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to Indemnified Party, defense and settlement the obligations of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its or his expense, in connection with the defense of such claim prior or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. 15.6.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement's consent. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation.

Procedures. (a) Promptly after the receipt by any person or entity Person that may be entitled to indemnification under the Agreement (the "Indemnified Party") indemnity hereunder of notice of a claimnotice, or of such person otherwise becoming aware, of (i) any claim or (ii) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving which may give rise to a claim for indemnification hereunder, such Person (the “Aggrieved Party”) will, if a claim with respect thereto is to be made against the party or parties obligated to provide indemnification pursuant to this Article XI (the “Indemnifying Party”), give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding within ten Business Days of receiving such notice or otherwise becoming aware of such claim, in respect action or proceeding. The notice to be sent by the Aggrieved Party to the Indemnifying Party pursuant to the provisions of this Section 11.2(a) shall include all information concerning the claim, action or proceeding of which the Indemnified Aggrieved Party will seek indemnification pursuant is aware (including the quantum of the claim, action or proceeding, if known) and which the Aggrieved Party, acting reasonably and in good faith, considers to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify be required by the Indemnifying Party in order for the Indemnifying Party to evaluate such claim, action or proceeding and whether such claim, action or proceeding gives rise to an indemnification obligation of the Indemnifying Party hereunder. (b) If, following receipt of a notice from the Aggrieved Party pursuant to Section 11.2(a), the Indemnifying Party acknowledges in writing its indemnification obligation hereunder, (an “Indemnity Acknowledgement”), the Aggrieved Party hereunder shall relieve permit the Indemnifying Party, at the Indemnifying Party’s election, to assume, at its own expense, the defense of any such claim, action or proceeding with counsel selected by the Indemnifying Party (and not reasonably objected to by the Aggrieved Party); provided, however, that if the Indemnifying Party lacks sufficient information upon which to conclude that it has an indemnification obligation hereunder with respect to the subject matter of such claim, action or proceeding, or otherwise does not assume the defense of such claim, action or proceeding, the Aggrieved Party will (i) provide the Indemnifying Party with reasonable access to the Aggrieved Party’s counsel and the files, documents and other materials relating to such claim, action or proceeding, (ii) consult with the Indemnifying Party with respect to the prosecution or defense of such claim, action or proceeding and (iii) retain control of the prosecution or defense of, and prosecute or defend, such claim, action or proceeding, with counsel selected by the Aggrieved Table of Contents Party (and not reasonably objected to by the Indemnifying Party), for a period of time not to exceed 12 months after the receipt by the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement Aggrieved Party’s notice of such claim, provided thataction or proceeding pursuant to Section 11.2(a), within fifteen and unless and until an Indemnity Acknowledgement (15) days after receipt which, for the avoidance of such written noticedoubt and subject to the provisions of Section 11.2(c)(i), must cover all Costs incurred by the Aggrieved Party prior to the assumption by the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, action or proceeding) shall have been given to the Aggrieved Party prior to the expiration of such 12-month period (b) following which the Indemnifying Party, if it so elects therein, shall assume, at its own expense, the defense of any such claim, action or proceeding with counsel selected by the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall and not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing reasonably objected to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior Aggrieved Party)). Prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice delivery by the Indemnifying Party to the Indemnified Aggrieved Party of its election an Indemnity Acknowledgment, the Aggrieved Party shall provide the Indemnifying Party with twenty Business Days’ notice prior to assume full controlsettling, compromising or consenting to the entry of judgment of any claim, action or proceeding, and shall not settle, compromise or consent to any judgment in respect of any claim during such twenty-Business Day period without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). (i) The failure of an Aggrieved Party to give notice as required by Section 11.2(a) in a timely fashion shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure of the Aggrieved Party to give such notice in a timely fashion as required by Section 11.2(a) (except that the Indemnifying Party shall not be liable for any Costs incurred prior to the Indemnified date on which the Aggrieved Party for gave such notice). (ii) Failure by the Indemnifying Party to notify the Aggrieved Party in a timely fashion (which shall in no event be later than the end of the 12-month period referred to in Section 11.2(b)) shall not result in a waiver of its right to defend any further legal expenses incurred such action except to the extent that the Aggrieved Party is actually prejudiced by such Indemnified Party in connection with failure. (d) Following the Indemnifying Party’s election to assume the defense of that any claim. If , action or proceeding pursuant to Section 11.2(b), (i) the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Aggrieved Party shall have the right deliver to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who in a timely fashion (which shall be bound no later than 15 Business Days after the Aggrieved Party’s receipt of notice of such election), copies of all notices and documents (including court papers) received by any settlement. The the Aggrieved Party relating to such claim, action or proceeding and (ii) the Aggrieved Party shall use its reasonable best efforts to cooperate in the defense or prosecution thereof as reasonably requested by the Indemnifying Party in the context of the relevant claim, action or proceeding (including the quantum and nature of damages sought thereunder). Such cooperation shall promptly reimburse include the Indemnified retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party for of records and information that are reasonably relevant to such costs claim, action or proceeding, and expensesmaking a reasonable number of employees reasonably available on a mutually convenient basis, to provide additional information and explanation of any material provided hereunder; provided, however, that the foregoing is organized in a manner as shall not unreasonably disrupt the normal operations of the Aggrieved Party’s business having regard to the context in which such cooperation is requested and of the relevant claim, action or proceeding (including the quantum and nature of the damages sought thereunder).

Procedures. Promptly after receipt by any person or entity entitled Each party claiming a right to indemnification ----------- ---------- under the Agreement this Article VI (the "Indemnified Party") of shall give notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide ---------- from whom such indemnification is or may be sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnification may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim in writingand any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. No The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually and materially prejudices the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except Party's ability to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of defend against such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full controlaction or proceeding. In the event that the Indemnifying Party does elect elects to so assume controlthe defense in any action or proceeding, (a) the an Indemnified Party shall be entitled have the right to employ separate counsel in any such action or proceeding and to participate in the response to defense thereof, but such claim Indemnified Party shall pay the fees and to employ counsel at its own expense to assist in the handling expenses of such claim, separate counsel unless (bi) the Indemnifying Party shall obtain has agreed to pay such fees and expenses, (ii) any relief other than the prior written approval payment of money is sought against the Indemnified Party or (which approval shall not be unreasonably withheld iii) the named parties to any such action or delayedproceeding (including any impleaded parties) before entering into any settlement of include such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against Indemnified Party and the Indemnified Indemnifying Party, and (c) such Indemnified Party shall have been advised by counsel that there is a conflict of interest between such Indemnified Party and the Indemnifying Party shall promptly reimburse in the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with conduct of the defense of such claim prior action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the Indemnified Party's receipt expense of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to assume the Indemnified Party for any further legal expenses incurred by defense of such action or proceeding on such Indemnified Party's behalf, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the defense same general allegations or circumstances, be liable for the reasonable fees and expenses of that claimmore than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be designated in writing by the applicable Indemnified Parties). If the Indemnifying Party does elects not assume sole control over the response to defend, or if, after commencing or undertaking any such claim as provided in this Sectiondefense, the Indemnifying Party may participate in fails to prosecute or withdraws from such response and defense or fails to appeal any Judgment adverse or unfavorable to the Indemnified Party, the Indemnified Party shall have the right to respond to and defend undertake the claim in such manner defense, settlement or appeal thereof (as it the case may deem appropriatebe), at the reasonable cost Indemnifying Party's expense. If the Indemnified Party assumes the defense of any such claim, investigation, action, suit, hearing or proceeding pursuant to this Section 6.3 and expense of proposes to settle the same prior to ----------- a final judgment thereon or to forgo or abandon any appeal available after final judgment thereon, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Party, who shall be bound by any settlement's expense. The Indemnifying Party shall promptly reimburse not, without written consent of such Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such claim, investigation, action, suit, hearing or proceeding (i) in which any relief other than the payment of money damages is or may be sought against such Indemnified Party for or (ii) which does not include as an unconditional term thereof the giving by the claimant, Person conducting such costs investigation or initiating such hearing, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such claim, investigation, action, suit or proceeding and expensesall other claims or causes of action (known or unknown) arising or which might arise out of the same facts.

Procedures. Promptly after receipt by In the event that any person Governmental Authority threatens or entity entitled initiates any action to indemnification under remove the Agreement Product from the market in the Field whether inside the *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Territory or outside the Territory (the "Indemnified Party") of notice of a claim, in whole or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreementpart), the Indemnified Party receiving notice thereof shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") other Party of such claim communication immediately, but in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days no event later than *** after receipt of such written noticenotification, and in any case in accordance with Applicable Law. Notwithstanding the foregoing, in all cases KHK shall determine whether to initiate any recall or withdrawal of the Product in the Field in the Territory, and Syndax shall determine whether to initiate any recall or withdrawal of the Product outside the Territory, provided, however, that each Party shall perform any recalls or withdrawals to the extent required or mandatory under Applicable Law. With respect to voluntary recalls or withdrawals other than to the extent required or mandatory under Applicable Law, before KHK initiates a recall or withdrawal, the Indemnifying Party notifies Parties shall use Commercially Reasonable Efforts to promptly meet telephonically or in person to discuss in good faith the Indemnified Party of its election reasons therefor, provided, however, that such discussions shall not delay any action that KHK reasonably believes has to so assume full controlbe taken in relation to any recall or withdrawal. In the event of any such recall or withdrawal in the Indemnifying Party does elect Territory, KHK, as the distributor of the Product, shall determine the necessary actions to so assume controlbe taken, (a) the Indemnified and, shall implement such action, considering in good faith any reasonable input provided by Syndax. Each Party shall be entitled to participate maintain complete and accurate records of any recalls or withdrawals in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party territory for such costs and expensesperiods as may be required by Applicable Law, but in no event for less than ***.

Procedures. Promptly after receipt by any person or entity entitled Each party claiming a right to indemnification under the Agreement this Article VI (the "Indemnified Party") of shall give notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide from whom such indemnification is or may be sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnification may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim in writingand any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. No The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually and materially prejudices the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except Party's ability to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of defend against such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full controlaction or proceeding. In the event that the Indemnifying Party does elect elects to so assume controlthe defense in any action or proceeding, (a) the an Indemnified Party shall be entitled have the right to employ separate counsel in any such action or proceeding and to participate in the response to defense thereof, but such claim Indemnified Party shall pay the fees and to employ counsel at its own expense to assist in the handling expenses of such claim, separate counsel unless (bi) the Indemnifying Party shall obtain has agreed to pay such fees and expenses, (ii) any relief other than the prior written approval payment of money is sought against the Indemnified Party or (which approval shall not be unreasonably withheld iii) the named parties to any such action or delayedproceeding (including any impleaded parties) before entering into any settlement of include such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against Indemnified Party and the Indemnified Indemnifying Party, and (c) such Indemnified Party shall have been advised by counsel that there is a conflict of interest between such Indemnified Party and the Indemnifying Party shall promptly reimburse in the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with conduct of the defense of such claim prior action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the Indemnified Party's receipt expense of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to assume the Indemnified Party for any further legal expenses incurred by defense of such action or proceeding on such Indemnified Party's behalf, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the defense same general allegations or circumstances, be liable for the reasonable fees and expenses of that claimmore than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be designated in writing by the applicable Indemnified Parties). If the Indemnifying Party does elects not assume sole control over the response to defend, or if, after commencing or undertaking any such claim as provided in this Sectiondefense, the Indemnifying Party may participate in fails to prosecute or withdraws from such response and defense or fails to appeal any Judgment adverse or unfavorable to the Indemnified Party, the Indemnified Party shall have the right to respond to and defend undertake the claim in such manner defense, settlement or appeal thereof (as it the case may deem appropriatebe), at the reasonable cost Indemnifying Party's expense. If the Indemnified Party assumes the defense of any such claim, investigation, action, suit, hearing or proceeding pursuant to this Section 6.03 and expense of proposes to settle the same prior to a final judgment thereon or to forgo or abandon any appeal available after final judgment thereon, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Party, who shall be bound by any settlement's expense. The Indemnifying Party shall promptly reimburse not, without written consent of such Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such claim, investigation, action, suit, hearing or proceeding (i) in which any relief other than the payment of money damages is or may be sought against such Indemnified Party for or (ii) which does not include as an unconditional term thereof the giving by the claimant, Person conducting such costs investigation or initiating such hearing, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such claim, investigation, action, suit or proceeding and expensesall other claims or causes of action (known or unknown) arising or which might arise out of the same facts.

Procedures. Promptly after receipt by any person or entity entitled Each Party's obligations under this Article 9 are contingent upon: (a) the Party claiming indemnification promptly providing written notice to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) Indemnifying Party of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No or suit, provided that the indemnified Party's failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under from any obligation which the Indemnifying Party would otherwise have pursuant to this Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled has been materially prejudiced by such failure to have so notify; (b) the indemnified Party furnishing to the Indemnifying Party, on request, non-privileged information reasonably available to the indemnified Party for such defense; and (c) the Indemnifying Party having the opportunity to assume sole control over of the response to, defense and settlement of such claim, provided thatdemand or cause of action, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, except that the Indemnifying Party shall not be liable enter into any agreement, agreed order, consent judgment, or the like which is binding on the indemnified Party without the indemnified Party's consent unless a full and unconditional release is provided to the Indemnified indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with and no agreed order, consent judgment or the defense like is entered to the prejudice of that claimthe indemnified Party. If Notwithstanding the election of the Indemnifying Party does not to assume sole control over the response to defense and investigation of any such claim as provided in this Sectionor suit, the Indemnifying Party may participate in such response and the Indemnified indemnified Party shall have the right to respond to employ separate counsel and defend participate in the defense and investigation of such claim in such manner as it may deem appropriate, or suit at the reasonable its sole cost and expense expense. Each Party agrees to waive rights of the Indemnifying Party, who shall be bound subrogation under its respective insurance policies with respect to indemnification claims addressed by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesthis Article 9.

Procedures. Promptly after receipt by any person All Claims or entity entitled to demands for indemnification under this Article 8 shall be asserted and resolved as follows: 8.8.1 In the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the event an Indemnified Party will seek indemnification pursuant has a Claim against any Indemnifying Party hereunder which does not involve a Claim being asserted against or sought to the Agreementbe collected by a third party, the Indemnified Party shall promptly notify with reasonable promptness send notice of such Claim to the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify In case the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except object in writing to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided any Claim for indemnification made in accordance with this Section 13.28.8.1, the Indemnifying Indemnified Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days to respond in a written statement to the objection of the Indemnifying Party. If after such 15 -day period there remains a dispute as to any indemnification Claims or if the indemnifying party does not dispute such Claim as required under Section 8.8.2, the parties shall attempt in good faith for thirty (30) days to reach written agreement on the resolution of such indemnification Claim. If no such agreement can be reached after good faith negotiation during that 30 day period, the parties shall submit the indemnification Claim for final determination by binding arbitration, with such arbitration proceeding conducted in accordance with the Commercial Rules of the American Arbitration Association then in effect. The arbitration proceeding shall be held in the New York City metropolitan area and the costs thereof shall be paid by the prevailing party in such arbitration proceeding. The failure of the Indemnifying Party to respond shall not be an acknowledgement of liability by the Indemnifying Party. 8.8.2 In the event that any Claim for which any party would be liable to an Indemnified Party hereunder is asserted against an Indemnified Party by a third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such Third Party Claim, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the "Claim Notice"). The Indemnifying Party shall have fifteen (15) days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes liability to the Indemnified Party hereunder with respect to such written noticeThird Party Claim and (ii) if the Indemnifying Party does not dispute such liability, whether or not the Indemnifying Party desires, at its sole cost and expense, to defend against such Claim. In the event that the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In within the event Notice Period that the Indemnifying Party does elect not dispute its obligation to so assume indemnify hereunder and desires to defend the Indemnified Party against such Third Party Claim, except as hereinafter provided, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion; provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of the Indemnified Party. If the Indemnified Party desires to participate in, but not control, (a) any such defense or settlement, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, whether by failure of the Indemnifying Party to give the Indemnified Party timely notice as provided above or otherwise, then, the Indemnified Party, without waiving any rights against the Indemnifying Party, may settle or defend against any such Claim in the Indemnified Party's sole discretion and the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) recover from the Indemnifying Party shall obtain the prior written approval amount of any settlement or judgment and, on an ongoing basis, all indemnifiable costs and expenses of the Indemnified Party (which approval shall not be unreasonably withheld with respect thereto, including interest from the date such costs and expenses were incurred. 8.8.3 An Indemnified Party may make an indemnification Claim hereunder, for potential or delayed) before entering into contingent Claims or demands provided the Claim Notice sets forth the specific basis for any settlement of such claim potential or ceasing contingent Claim or demand to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the extent then feasible and the Indemnified Party has reasonable grounds to believe that such a Claim or demand may be made. 8.8.4 The Indemnified Party, and (c) 's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible Claim or demand which may give rise to a right of indemnification hereunder shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by not relieve the Indemnifying Party of any Liability which it may have to the Indemnified Party of its election unless the failure to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by give such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response notice materially and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of adversely prejudiced the Indemnifying Party. 8.8.5 Seller hereby waives and releases irrevocably any right to make a Claim against Purchaser or ICI for contribution, who indemnification or subrogation for any Damages asserted against Seller pursuant to this Article 8. In no event shall be bound Seller have a claim following the Closing against ICI for a breach by ICI of any settlement. The Indemnifying Party shall promptly reimburse of its obligations under this Agreement, including breaches of ICI's representations and warranties and covenants thereunder, or under the Indemnified Party for such costs and expensesother Transaction Documents.

Procedures. (a) Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, against any Person in respect of which indemnification ("INDEMNIFICATION") may be sought hereunder, the Person receiving such notice (the "INDEMNIFIED PARTY") shall notify the party from whom Indemnification is sought (the "INDEMNIFYING PARTY") in writing of the commencement thereof and the basis hereunder upon which a claim for Indemnification is asserted. In the event of the commencement of any such action as to which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifies the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2aforesaid, the Indemnifying Party shall will be entitled to have sole control over participate therein and to assume the response to, defense and settlement of such claimthereof at the Indemnifying Party's expense, provided that, within fifteen (15) days after receipt of such written notice, that the Indemnifying Party promptly notifies the Indemnified Party of its such election to so assume full control. In the event defense thereof and acknowledges the Indemnifying Party Party's Indemnification obligations pursuant to this Agreement in writing to the Indemnified Party, and provided further that the Indemnifying Party's interest in such action does elect not conflict with the interests of the Indemnified Party, without regard to so assume controlthe Deductible, the relief sought does not exceed the Indemnifying Party's maximum Indemnification obligations under Section 11.02(a) or 11.02(b), and that equitable relief is not being sought against Buyer, Merger Sub or the Company. Nothing herein shall be construed to create any rights enforceable by any Person not a party to this Agreement. (ab) the The Indemnified Party shall be entitled to participate in the response to such claim defense of any action and to employ counsel be represented at its expense by counsel of its own expense to assist in the handling of such claimselection. If, (b) however, the Indemnifying Party's interest in such action conflicts with the interests of the Indemnified Party, or the relief sought exceeds the Indemnifying Party's maximum Indemnification obligations under Section 11.02(a) or 11.02(b), or if equitable relief is being sought against Buyer or the Company, then the Indemnified Party shall obtain assume such defense at the prior written approval Indemnifying Party's expense. If the attorneys provided for the defense of the Indemnified Party (which approval shall not be unreasonably withheld by the Indemnifying Party withdraw from or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against are removed by court order from the Indemnified Party's representation, and (c) then the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred cost of counsel selected by the Indemnified Party in connection with the defense shall be part of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlDamages, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right in all respects to respond conduct its own defense. If the Indemnified Party otherwise retains its own counsel, the cost thereof shall be for the account of the Indemnified Party. The Indemnified Party shall allow the Indemnifying Party reasonable access to its personnel, books and defend records relevant to the claim upon reasonable advance notice (and subject to the Indemnifying Party's agreement to maintain such books and records in confidence) to the Indemnified Party, during normal business hours, and at no cost to the Indemnifying Party. (c) At to cases in which the Indemnifying Party has assumed and is providing the defense for the Indemnified Party under Section 11.03(a), the control of such defense and the right to reach settlement in such manner as it may deem appropriateaction shall be vested in the Indemnifying Party; provided, at that if the reasonable cost and expense of Indemnified Party objects to a settlement which has otherwise been fully agreed to by the Indemnifying Party, who shall be bound by any the Indemnified Party may nevertheless prohibit the Indemnifying Party from making such settlement. The , in which case the Indemnifying Party shall promptly reimburse pay to the Indemnified Party the proposed cost to the Indemnifying Party of such settlement (plus any other sum to satisfy the Indemnifying Party's Indemnification obligations to the Indemnified Party as provided by and contemplated in this Article XI) (together, the "SETTLEMENT COST"), in cash, and the Indemnified Party shall thereafter be responsible for such matter and the Indemnifying Party shall have no further Indemnification obligations with respect to such matter and shall be indemnified by the Indemnified Party for any loss or liability in excess of the Settlement Cost imposed on the Indemnifying Party by any later settlement or adjudication; provided further, that if the - 44 - 49 Indemnified Party objects to the continuation of any such action by the Indemnifying Party, the Indemnified Party may direct the Indemnifying Party to settle such case, the cost of which shall be paid by the Indemnified Party, and the Indemnifying Party shall have no further Indemnification obligations for such settled matter other than litigation costs and expensesprofessional fees incurred by the Indemnifying Party therein. As to any action, the party which is controlling such action shall provide to the other party reasonable information (including reasonable advance notice of all proceedings and depositions in respect thereto) regarding the conduct of the action and the right to attend all proceedings and depositions in respect thereto through its agents and attorneys, and the right to discuss the action with counsel for the party controlling such action. (d) If within twenty (20) days after receipt by the Indemnifying Party of notice from the Indemnified Party to the Indemnifying Party as to the commencement of any action in respect of which Indemnification is sought hereunder, the Indemnifying Party has not notified the Indemnified Party that the Indemnifying Party assumes the defense of such action and has actually assumed such defense, then the Indemnified Party shall have the right to defend such action and to proceed immediately against the Indemnifying Party to enforce all Indemnification obligations of the Indemnifying Party hereunder (including but not limited to the costs of defense, as the same may be incurred). The Indemnification obligations of the Indemnifying Party with respect to such action shall, however, in no way be diminished by virtue of the forgoing, and the fact that the Indemnified Party shall have defended, settled, compromised or otherwise dealt with such action shall not, in any circumstances, be deemed to constitute any waiver, release or exoneration of the Indemnifying Party from their Indemnification obligations, regardless of the outcome of such action. (e) Notwithstanding the foregoing provisions of this Section, and subject to Section 8.05, in the event that (x) any third party suit, action or proceeding may, in Buyer's good faith reasonable discretion, have a material continuing adverse effect on the business and operations of the Buyer and/or the Company (it being understood that any action relating to Environmental Laws, Intellectual Property or Taxes shall be deemed to have a material continuing adverse effect on the business and operations of the Buyer and/or the Company), or (y) the Board of Directors of the Buyer determines in good faith that matters of corporate or management policy or a conflict of interest make assumption and control by the Buyer of the defense of such claim advisable, then Buyer (i) shall have the right to assume and control the defense of the claim by appropriate proceedings with its counsel, (ii) shall be entitled to reimbursement for reasonable costs of such defense from the Escrow Fund, and (iii) shall have the authority to negotiate, compromise and settle such claim with the consent of the Sellers which shall not be unreasonably withheld, conditioned or delayed, and Buyer shall have a right to indemnification with respect to such claim in accordance with the provisions of this Article XI. The Sellers may participate in the defense, at their sole expense, of any such claim for which Buyer shall have assumed the defense pursuant to the preceding sentence, provided that counsel for the Buyer shall act as lead counsel in all matters pertaining to the defense or settlement of such claims or proceedings. Buyer will cooperate with Sellers and will provide Sellers, or Sellers' counsel, without cost, with copies of all notices, pleadings, material communications and documents relating to the defense of any such claim and reasonable access to and communication with Buyer's counsel and personnel involved therein.

Procedures. (a) Promptly after receipt the discovery by any person Indemnified Party of any Loss or entity entitled Losses, claim or breach, including any claim by a third party described in Section 11.5(c) hereof, that might give rise to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify deliver to the party Seller Parties a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Indemnified Party has paid or properly accrued Losses, or reasonably anticipates that it may or will incur liability for Losses, for which such Indemnified Party is obligated entitled to provide such indemnification pursuant to this Agreement; and (the "Indemnifying Party"ii) of such claim specify in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except reasonable detail, to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided available, each individual item of Loss included in Section 13.2the amount so stated, the Indemnifying date (if any) such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and, to the extent computable, the computation of the amount to which such Indemnified Party shall claims to be entitled hereunder. (b) In case the Seller Parties shall object to have sole control over the response toindemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate (other than claims with respect to the Special Escrow which procedures are specified in Sections 2.2 and 11.2(c) hereof), defense and settlement of such claim, provided thatthe Seller Parties shall, within fifteen thirty (1530) days after receipt by the Seller Parties of such Claim Certificate, deliver to the Indemnified Party a single written noticenotice executed by both Seller Parties to such effect and the Indemnified Party shall, within the Indemnifying Party notifies 30-day period beginning on the date of receipt by the Indemnified Party of its election such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Seller Parties shall have so assume full controlobjected. In If the event Indemnified Party and the Indemnifying Seller Parties shall succeed in reaching agreement with respect to any of such claims, the Indemnified Party does elect and the Seller Parties shall promptly prepare and sign a memorandum setting forth such agreement which shall be binding on the Indemnified Party and both Seller Parties. Should the Indemnified Party and the Seller Parties be unable to so assume controlagree as to any particular item or items or amount or amounts, (a) then the Indemnified Party shall be entitled to participate in the response to such pursue its available remedies for resolving its claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesindemnification.

Procedures. Promptly after receipt by any person or entity entitled to (a) The Person seeking indemnification under the Agreement Section 11.2 (the "“Indemnified Party"”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of notice the assertion of any claim for indemnification under this Article XI (a claim“Claim”) describing in reasonable detail the facts giving rise to the Claim and including (if known) the amount of, or method of computation of the commencement (amount of the Claim and a reference to the provision of this Agreement or threatened commencement) of any civil, criminal, administrative other agreement or investigative action or proceeding involving a claim, instrument executed hereunder in respect of connection with which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that Claim is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writingbased. No The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable such failure shall have adversely prejudiced the Indemnifying Party and then only with respect to such failureprejudice. Except The Indemnifying Party may make a written objection to any Claim, which objection shall be delivered to the Indemnified Party within thirty (30) days after notice of the Claim is delivered to the Indemnifying Party. The Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any Claim to which an objection is made. If such parties are able to resolve any such Claim, they shall prepare and sign a written agreement setting forth such agreement. The Indemnifying Party shall pay to the applicable Indemnified Party by wire transfer of immediately available funds to an account designated by such Indemnified Party the agreed-upon amount of the Damages as provided set forth in Section 13.2the agreement. (b) If the Indemnifying Party and the Indemnified Party are unable to resolve a Claim to which an objection has been made within thirty (30) days (as such period may be extended by mutual agreement between the Indemnifying Party and the Indemnified Party), the amount of Damages to which an Indemnified Party shall be entitled shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) Any obligation to provide indemnification hereunder with respect to any Claim asserted by any third party (a “Third Party Claim”), except with respect to Tax proceedings, which shall be governed by Article VIII, shall be subject to the following terms and conditions: (i) Within twenty (20) days after receipt of notice of a Third Party Claim, the Indemnifying Party shall be entitled give written notice to have sole control over the response toIndemnified Party stating whether it disputes the Third Party Claim and whether it will defend against such Third Party Claim; provided, that if the Indemnifying Party elects to assume the defense against such Third Party Claim, such notice shall contain the written acknowledgement and settlement of such claim, provided agreement that, within fifteen (15) days after receipt of if such written noticeThird Party Claim shall be adversely determined, the Indemnifying Party notifies has an obligation to provide indemnification pursuant to this Article XI. The Indemnifying Party shall be entitled, at its sole cost and expense, subject to the foregoing and to Section 11.4, to assume and control the defense, compromise, settlement and investigation of such Third Party Claim, including the management of any proceeding relating thereto, and to employ and engage counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall be entitled to retain control of the defense of such Third Party Claim with counsel of its election to so assume full control. In the event own choice (and the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response defense of such Third Party Claim, at its sole cost and expense and through counsel of its own choice) if Indemnifying Party fails to acknowledge in writing its obligation to indemnify the Indemnified Party with respect to such Third Party Claim or if such Third Party Claim involves (w) a claim for an injunction against any business or operations of the Indemnified Party, (x) a criminal proceeding, action, indictment, allegation or investigation, (y) any Intellectual Property of the Business, or (z) any customer of the Business that was one of the Business’s top 5 customers by revenue for the 12 months prior to the date of such Claim or that is reasonably expected to be one of the Business’s top 5 customers by revenue for the 12 months following the date of such Claim, and the Purchaser reasonably believes that the prosecution or defense of such Third Party Claim could materially and adversely affect the Purchaser’s relationship with such customer. The Indemnified Party shall at all times have the right to employ counsel fully participate in the defense of any Third Party Claim at its own cost and expense directly or through counsel; provided, however, that if the named parties to assist a proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by counsel that (i) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (ii) there may be one or more legal or equitable defenses available to it that are different from or additional to those available to the Indemnifying Party, then, in either case, the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party (except that the Indemnifying Party shall not be obligated to pay the fees and expenses of more than one separate counsel for all Indemnified Parties, taken together). Notwithstanding the foregoing, the Indemnified Party, during the period the Indemnifying Party is determining whether to elect to assume the defense of a matter covered by this Section 11.3, may take such reasonable actions as it deems necessary to preserve any and all rights with respect to the matter, without such actions being construed as a waiver of the Indemnified Party’s rights to defense and indemnification under this Agreement. (ii) If the Indemnifying Party exercises the right to undertake the defense and investigation of any such Third Party Claim as provided in Section 11.3(c)(i), then (x) the Indemnified Party agrees to cooperate with the Indemnifying Party in such efforts and make available to the Indemnifying Party all witnesses, records, materials and information in the handling of such claimIndemnified Party’s possession, under its control or to which it may have access as may be reasonably requested by the Indemnifying Party, and (by) the Indemnifying Party shall obtain the prior written approval of will keep the Indemnified Party (which approval shall not be unreasonably withheld reasonably informed of the progress of the defense of any such Third Party Claim. If the Indemnifying Party fails to undertake the defense and investigation of any such Third Party Claim as provided in Section 11.3(c)(i), including conducting a good faith and diligent defense, or delayed) before entering into any settlement if the Indemnified Party retains control of the defense of such claim Third Party Claim as provided in Section 11.3(c)(i), then (x) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise, settlement and investigation of such Third Party Claim on behalf of, and at the cost and expense of and for the account and risk of, the Indemnifying Party, (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such efforts and make available to the Indemnified Party all witnesses, records, materials and information in the Indemnifying Party’s possession, under its control or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to which it may have access as may be imposed against reasonably requested by the Indemnified Party, and (ciii) the Indemnified Party will keep the Indemnifying Party shall promptly reimburse reasonably informed of the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with progress of the defense of any such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Third Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesClaim.

Procedures. Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civilaction, criminaladministrative, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article 17 may apply, the Indemnified Party shall promptly notify provide notice thereof to the party that is obligated to provide such indemnification (the "Indemnifying Party") ; provided that a delay in providing such notice shall limit the obligations of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, delay actually prejudices the ability of the Indemnifying Party to contest the claim or defend the proceeding. The Indemnifying Party shall be entitled assume the defense thereof with counsel designated by such Party and satisfactory to have sole control over the response toIndemnified Party, defense provided, however, if the defendants in any such action include both the Indemnified Party and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) and the Indemnified Party shall reasonably conclude that there may be entitled legal defenses available to participate in the response it which are different from or additional to, or inconsistent with, those available to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to select and defend the claim in such manner as it may deem appropriatebe represented by separate counsel, at the reasonable cost and Indemnifying Party’s expense. If an Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may contest, settle, or pay such claim , at the expense of the Indemnifying Party, who shall provided, however, that settlement or full payment of any such claim may be bound by any settlement. The made only following consent of the Indemnifying Party shall promptly reimburse or, absent such consent, written opinion of the Indemnified Party for Party’s counsel that such costs and expensesclaim is meritorious or otherwise warrants settlement.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") Person of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or administrative proceeding involving a claim, in respect of which the Indemnified Party Person will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party Person shall promptly notify provide to the party that or parties from whom indemnification is obligated sought (each, an "Indemnifying Party" and, collectively, the "Indemnifying Parties") a written notice specifying the nature of the claim and the amount or estimated amount thereof and giving notice of any fact upon which such Indemnified Party intends to base a claim for indemnification hereunder. Any failure by the Indemnified Person to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party notice shall not relieve the Indemnifying Party of its obligations under from any liability that it may have to the Agreement Indemnified Person except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of materially prejudiced by such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, failure. (a) the Indemnified The Indemnifying Party shall be entitled to participate in the response defense of such action and to assume control of such defense with counsel reasonably acceptable to the Indemnified Person; provided, however, that: (i) the Indemnified Person shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, ; (bii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) Person before entering into any settlement of such claim or ceasing to defend against such claim if claim, if, pursuant to or as a result of such settlement or cessation cessation, injunctive or other equitable relief would cause injunctive relief to be imposed against the Indemnified PartyPerson or would otherwise restrict the future activity or conduct of the Indemnified Person, and which approval shall not be unreasonably withheld; and (ciii) the Indemnifying Party shall promptly reimburse not consent to the Indemnified Party for entry of any legal expenses reasonably incurred judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party Person of a release from all liability in connection with the defense respect of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. . (b) After written notice by the Indemnifying Party to the Indemnified Party Person of its election to assume full controlcontrol of the defense of any such action, the Indemnifying Party shall not not, except where there may be specific defenses available to it that are different from or additional to those available to the Indemnifying Party or that such claim involves or could have an effect upon matters beyond the scope of the indemnity agreement contained in Section 10.01 above, be liable to the such Indemnified Party Person hereunder for any further legal expenses Legal Expenses subsequently incurred by such Indemnified Party Person in connection with the defense thereof. In such case, only that portion of that claim. such Legal Expenses reasonably related to matters covered by Section 10.01 shall be borne by the Indemnifying Parties. (c) If the Indemnifying Party does not assume sole control over of the response to defense of such claim as provided in this Sectionclaims by promptly notifying the Indemnified Person of such assumption, the Indemnifying Party may participate in such response and the Indemnified Party Person shall have the right to respond to and defend the such claim in such manner as it may deem appropriate, appropriate at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The and the Indemnifying Party shall will promptly reimburse the Indemnified Person therefor in accordance with the terms hereof; provided that the Indemnified Party for shall not settle such claim without first obtaining the written consent of the Indemnifying Parties, which consent shall not be unreasonably withheld. The reimbursement of fees, costs and expensesexpenses required by this Section 10.03 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. (d) No claim for indemnification hereunder shall be made by an Indemnified Party in respect of a material breach by an Indemnifying Party of any provision of this Agreement that is capable of being cured until such breaching party shall have had a ten (10) day period from the date of such breach or alleged breach in which to cure such breach, provided that the Indemnified Party is not materially prejudiced thereby.

Procedures. Promptly after receipt by any person or entity entitled (a) Each of Buyer pursuant to indemnification under the Agreement Sections 13.2 and Seller pursuant to Sections 13.3 (the "Indemnified Party") of agrees to give prompt notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Agreement, including the amount and other details of such claim in writing. No claim; provided, however, that the failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations under the Agreement hereunder, except to the extent that it can demonstrate damages the Indemnifying Party shall have been prejudiced by such lack of timely and adequate notice. The Indemnifying Party shall have the right, at its election, to take over the defense or prejudice attributable settlement of such claim at its own expense by giving prompt notice to such failurethat effect to the Indemnified Party. Except as provided in Section 13.2If the Indemnifying Party shall have so assumed the defense of any claim, the Indemnifying Party shall be entitled authorized to have sole control over consent to a settlement of, or the response toentry of any judgment arising from, defense and settlement of any such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain without the prior written approval consent of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into Person; provided, however, that a condition to any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to shall be imposed against a complete release of the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection Person with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response respect to such claim. After notice by the Indemnifying Party to the The Indemnified Party of shall at all times have the right, at its election option and expense, to assume full participate fully in, but not to control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimdefense. If the Indemnifying Party does not assume sole control not, within thirty days after receipt of the Indemnified Party's notice of claim, (x) give such notice to take over the response defense of such claim and proceed diligently to defend the claim or (y) object to such claim as provided in this Sectionwriting to the Indemnified Party, the Indemnifying Party may participate in such response and then the Indemnified Party shall have the right right, but not the obligation, to respond to undertake the defense of such claim for the account of and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense risk of the Indemnifying Party. The parties shall cooperate in defending any third party claim, who and the defending party shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in the possession or control of the other party. The parties agree that any Indemnified Party may, at its own expense, join an Indemnifying Party in any action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, for the purpose of enforcing any right of indemnity granted to such Indemnified Party Pursuant to this Agreement. (b) Any claim for indemnification made directly by a party and which does not result from a third party claim or action, shall be bound asserted by any settlementwritten notice. The Indemnifying Party other party shall promptly reimburse have a period of sixty days within which to respond thereto. If the Indemnified Party for other party does not respond within such costs sixty day period, such party shall be deemed to have accepted responsibility to make payment and expensesshall have no further right to contest the validity of such claim.

Procedures. (i) Promptly after the receipt by any person or entity Person entitled to indemnification indemnity hereunder of notice under this paragraph 8.2, of (a) any claim or (b) the Agreement commencement of any action or proceeding, such Person (the "Indemnified Aggrieved Party") of notice of will, if a claim, or of the commencement (or threatened commencement) of claim with respect thereto is to be made against any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek party obligated to provide indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification this Article 8 (the "Indemnifying Party") ), give such Indemnifying Party written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, and, upon such assumption, shall relieve cooperate fully with the Indemnifying Party in the conduct of such defense. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within a reasonable time, but in no event more than fifteen days after notice thereof shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its obligations under the Agreement except right to the extent that it can demonstrate damages or prejudice attributable to defend such failureaction. Except as provided in Section 13.2, If the Indemnifying Party shall be entitled to have sole control over assumes the response todefense of any such claim or litigation resulting therefrom, defense and settlement the obligations of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps reasonably necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom. The Aggrieved Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a release from all liability in respect of such claim or litigation. In addition, all awards and costs payable by a third party to the Aggrieved Party or the Indemnifying Party previously paid by an Indemnifying Party shall belong to the Indemnifying Party. (ii) If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Aggrieved Party may defend against such claim if or litigation in such settlement manner as it may deem appropriate and, unless the Indemnifying Party shall deposit with the Aggrieved Party a sum equivalent to the total amount demanded (subject to the limitation set forth in Section 8.3(b)) in such claim or cessation would cause injunctive relief litigation less the Minimum Loss, or shall deliver to be imposed against the Indemnified PartyAggrieved Party a surety bond in form and substance reasonably satisfactory to the Aggrieved Party in such amount, the Aggrieved Party may settle such claim or litigation on such terms as it may deem appropriate, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for any the amount of all expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Aggrieved Party in connection with the defense against or settlement of such claim prior to the Indemnified Party's receipt or litigation. If no settlement of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlclaim or litigation is made, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for the amount of any judgment rendered with respect to such costs claim or in such litigation and of all expenses, legal or otherwise, incurred by the Aggrieved Party in the defense against such claim or litigation subject to the limitations set forth in Article 8.

Procedures. Promptly after receipt by any person or entity entitled to (1). The Party claiming indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party this Section 21 will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification other Party (and, in the "Indemnifying Party") case of such claim in writing. No failure to any action, suit, arbitration, or judicial or administrative proceeding, will so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within no later than fifteen (15) calendar days after receipt the Party claiming indemnification has received notice thereof or has been served with a complaint or other process) when it has knowledge of such written noticecircumstances or the occurrence of any events that are likely to result in an indemnification obligation under this Section 21 or when any action, suit, arbitration, or judicial or administrative proceeding is pending or threatened that is covered by this subsection. (2). Upon request, and to the extent permitted by applicable law, the Indemnifying indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall will have the right to respond defend, settle, or compromise any such suit or proceeding, at its expense, provided that: (A) it demonstrates to the satisfaction of the Party claiming indemnification that it is financially able to defend such action and defend to pay any settlement, award or judgment; (B) counsel retained by it are reasonably satisfactory to the Party claiming indemnification; and (C) that no settlement will be made which imposes any obligations on (other than the payment of money which is made by the indemnifying Party on behalf of the indemnified Party), or is prejudicial to, the Party claiming indemnification, without the prior consent of the Party claiming indemnification, which consent will not be unreasonably withheld. (3). The Party claiming indemnification will reasonably cooperate with the other Party in the defense of any such suit or proceeding, and the other Party will reimburse the Party claiming indemnification for its reasonable expenses with respect thereto. Such cooperation will include, but not be limited to, the making of statements and affidavits, attendance at hearings and trials, production of documents, assistance in securing and giving evidence and obtaining the attendance of witnesses. The Party claiming indemnification will not be required to waive its attorney-client or other privileges. (4). Failure by the Party claiming indemnification to promptly notify the other Party as required by this subsection will not invalidate the claim in for indemnification, unless such manner as it may deem appropriatefailure has a material adverse effect on the settlement, at the reasonable cost and expense defense, or compromise of the Indemnifying Partymatter that is the subject of the claim for indemnification. In addition, who shall the Party claiming indemnification will be bound responsible for any claims or losses which could have been avoided or mitigated by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesprompt notice as required by this subsection.

Procedures. Promptly after receipt by any person or entity entitled to (a) The party seeking indemnification under the Agreement Section 11.02 (the "Indemnified Party") of shall promptly give to the party against whom indemnity is sought (the "Indemnifying Party") written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of matter which the Indemnified Party will seek has determined has given or could give rise to a right of indemnification pursuant under this Agreement; provided that any failure to give prompt notice shall not relieve the Indemnifying Party from its indemnification obligations, except to the extent that it is damaged by such failure to give prompt notice. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") and in any case within 30 days of such claim in writing. No failure to so notify being formally made) give the Indemnifying Party shall relieve the Indemnifying Party written notice of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failureclaim. Except as provided in Section 13.2, the The Indemnifying Party shall be entitled have the right to have sole assume and control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt claims at its expense and through counsel of such written notice, the Indemnifying Party notifies its choice reasonably acceptable to the Indemnified Party of its election to so assume full controlParty. In the event the Indemnifying Party does elect to so assume control, (a) the The Indemnified Party shall be entitled entitled, at its option and expense, to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior through counsel of its choice reasonably acceptable to the Indemnifying Party. If the Indemnifying Party exercises its right to undertake the defense against any such claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party's receipt of , at the Indemnifying Party's notice of expense, all pertinent records, materials and information in its election to assume full possession or under its control over the response to such claim. After notice relating thereto as is reasonably requested by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Party. The Indemnifying Party shall not be liable to the Indemnified Party under Section 11.02 for any further legal expenses incurred by such Indemnified Party settlement effected without its written consent of any claim, litigation or proceeding in connection with the defense respect of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party which indemnity may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementsought. The Indemnifying Party shall promptly reimburse may settle or compromise any claim for money damages in respect of which indemnity may be sought by the Indemnified Party for hereunder so long as such costs and expensessettlement or compromise includes an unconditional release of the Indemnified Party from such claim.

Procedures. Promptly after receipt by any person or entity For purposes of this Section, the party entitled to indemnification under shall be known as the Agreement (the "“Indemnified Party") of notice of ” and the party required to indemnify shall be known as the “Indemnifying Party.” In the event that the Indemnifying Party shall be obligated to the Indemnified Party pursuant to this Section or in the event that a claimsuit, or of the commencement (or threatened commencement) of any civilaction, criminalinvestigation, administrative or investigative action claim or proceeding involving is begun, made or instituted as a claim, in respect result of which the Indemnifying Party may become obligated to the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify the party that is obligated give prompt written notice, within ten (10) business days, to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except occurrence of such event. The failure of the Indemnified Party to provide the Indemnifying Party with timely notice will limit the indemnification provided for in this Article VII, only if, and to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2that, the failure to provide such timely notice results in the forfeiture of substantial rights by the Indemnifying Party. The Indemnifying Party shall be entitled agrees to have sole control over the response todefend, defense and settlement of contest or otherwise protect against any such claimsuit, provided thataction, within fifteen (15) days after receipt of such written noticeinvestigation, claim or proceeding at the Indemnifying Party notifies the Party’s own cost and expense. The Indemnified Party shall have the right but not the obligation to participate at its own expense in the defense thereof by counsel of its election to so assume full controlown choice. In the event that the Indemnifying Party does elect fails to so assume control, (a) notify the Indemnified Party shall be entitled within ten (10) days of its receipt of notice of a claim that it intends to participate in assume the response defense thereof or thereafter to timely defend, contest or otherwise protect against any such claim and to employ counsel at its own expense to assist in the handling of such claimsuit, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such action, investigation, claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyproceeding, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to defend, contest or otherwise protect against the same and defend may make any compromise or settlement thereof and recover the claim in such manner as it may deem appropriate, at the reasonable entire cost and expense of thereof from the Indemnifying PartyParty including without limitation, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for reasonable attorneys’ fees, disbursements and all amounts paid as a result of such costs and expensessuit, action, investigation, claim or proceeding or compromise or settlement thereof.

Procedures. Promptly after receipt by any person or entity entitled to i. The party claiming indemnification under the this Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (and, in the "Indemnifying Party") case of such claim in writing. No failure to any action, suit, arbitration, or judicial or administrative proceeding, shall so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within no later than fifteen (15) calendar days after receipt the party claiming indemnification has received notice thereof or has been served with a complaint or other process) when it has knowledge of such written noticecircumstances or the occurrence of any events that are likely to result in an indemnification obligation under this Agreement or when any action, suit, arbitration, or judicial or administrative proceeding is pending or threatened and a party is seeking indemnification as provided for in this Agreement. ii. Upon request, and to the extent permitted by applicable law, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party indemnifying party shall have the right to respond defend, settle, or compromise any such suit or proceeding, at its expense, provided that: (A) it demonstrates to the satisfaction of the party claiming indemnification that it is financially able to defend such action and defend to pay any settlement, award or judgment; (B) counsel retained by it are reasonably satisfactory to the party claiming indemnification; and (C) no settlement shall be made which imposes any obligations on (other than the payment of money which is made by the indemnifying party on behalf of the indemnified party), or is prejudicial to, the party claiming indemnification, without the prior consent of the party claiming indemnification, which consent shall not be unreasonably withheld. iii. The party claiming indemnification shall reasonably cooperate with the other party in the defense of any such suit or proceeding, and the other party requesting such cooperation shall reimburse the party claiming indemnification for its reasonable expenses with respect thereto. Such cooperation shall include, but not be limited to, the making of statements and affidavits, attendance at hearings and trials, production of documents, assistance in securing and giving evidence and obtaining the attendance of witnesses. The party claiming indemnification shall not be required to waive its attorney-client or other privileges. iv. Failure by the party claiming indemnification to promptly notify the other party as required by this subsection shall not invalidate the claim in for indemnification, unless such manner as it may deem appropriatefailure has a material adverse effect on the settlement, at the reasonable cost and expense defense, or compromise of the Indemnifying Partymatter that is the subject of the claim for indemnification. In addition, who the party claiming indemnification shall be bound responsible for any claims or losses that could have been avoided or mitigated by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesprompt notice as required by this subsection.

Procedures. Promptly after receipt by any person or entity For purposes of this Section, the party entitled to indemnification under the Agreement (shall be known as the "Indemnified Party" and the party required to indemnify shall be known as the ") of notice of Indemnifying Party." In the event that the Indemnifying Party shall be obligated to the Indemnified Party pursuant to this Section or in the event that a claimsuit, or of the commencement (or threatened commencement) of any civilaction, criminalinvestigation, administrative or investigative action claim or proceeding involving is begun, made or instituted as a claim, in respect result of which the Indemnifying Party may become obligated to the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify the party that is obligated give prompt written notice, within ten (10) business days, to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except occurrence of such event. The failure of the Indemnified Party to provide the Indemnifying Party with timely notice will limit the indemnification provided for in this Article VII, only if, and to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2that, the failure to provide such timely notice results in the forfeiture of substantial rights by the Indemnifying Party. The Indemnifying Party shall be entitled agrees to have sole control over the response todefend, defense and settlement of contest or otherwise protect against any such claimsuit, provided thataction, within fifteen (15) days after receipt of such written noticeinvestigation, claim or proceeding at the Indemnifying Party notifies the Party's own cost and expense. The Indemnified Party shall have the right but not the obligation to participate at its own expense in the defense thereof by counsel of its election to so assume full controlown choice. In the event that the Indemnifying Party does elect fails to so assume control, (a) notify the Indemnified Party shall be entitled within ten (10) days of its receipt of notice of a claim that it intends to participate in assume the response defense thereof or thereafter to timely defend, contest or otherwise protect against any such claim and to employ counsel at its own expense to assist in the handling of such claimsuit, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such action, investigation, claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyproceeding, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to defend, contest or otherwise protect against the same and defend may make any compromise or settlement thereof and recover the claim in such manner as it may deem appropriate, at the reasonable entire cost and expense of thereof from the Indemnifying PartyParty including without limitation, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for reasonable attorneys' fees, disbursements and all amounts paid as a result of such costs and expensessuit, action, investigation, claim or proceeding or compromise or settlement thereof.

Procedures. Promptly after receipt by any person or entity entitled (a) The Indemnifying Party shall have the right, upon written notice to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, to investigate, contest, defend or of settle the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which Asserted Liability; provided that the Indemnified Party will seek indemnification pursuant may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing. The failure of the Indemnifying Party to respond in writing to proper notice of an Asserted Liability within ten (10) calendar days after receipt thereof shall be deemed an election not to defend the Agreementsame. Unless and until the Indemnifying Party elects to defend the Asserted Liability, the Indemnified Party shall promptly notify have the party that is obligated to provide such indemnification (right, at its option and at the "Indemnifying Party") ’s expense, to do so in such manner as it deems appropriate, including, but not limited to, settling such Asserted Liability (after giving notice of such claim in writing. No failure the settlement to so notify the Indemnifying Party) on such terms as the Indemnified Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. deems appropriate. (b) Except as provided in Section 13.2the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be entitled to have sole control over unreasonably withheld) during the response to, defense and settlement of such claim, provided that, within fifteen ten (1510) days after receipt of such written notice, the calendar day period specified above. (c) The Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in (but not to control) the response defense of any Asserted Liability which it has elected, or is deemed to such claim have elected, not to defend, with its own counsel and to employ counsel at its own expense to assist expense. (d) Except as provided in the handling first sentence of such claim, paragraph (ba) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlthis Section 17.5, the Indemnifying Party shall not be liable to bear all reasonable costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party for any further legal harmless against and from all costs, fees and expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to defending such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesAsserted Liability.

Procedures. Promptly after receipt by any person or entity Each party entitled to indemnification under the Agreement this Section 3.7 (the "“Indemnified Party"”) of shall give notice of a claim, or of to the commencement party required to provide indemnification (or threatened commencementthe “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any civilclaim as to which indemnity may be sought, criminaland shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, administrative provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or investigative action or proceeding involving a claimlitigation, in respect of which shall be approved by the Indemnified Party will seek indemnification pursuant to the Agreement(whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense. The failure of any Indemnified Party to give notice as provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Agreement except failure to the extent that it can demonstrate damages or prejudice attributable give such notice is materially prejudicial to such failure. Except as provided in Section 13.2, the an Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing Party’s ability to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against action. Notwithstanding the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlforegoing, the Indemnifying Party shall not be liable assume the defense for matters as to which there is a conflict of interest or separate and different defenses as determined by the Indemnified Party for in its reasonable discretion, in which case, the reasonable fees and expenses of counsel retained by the Indemnified Party to defend against such matters shall be paid by the Indemnifying Party. No Indemnifying Party, in the defense of any further legal expenses incurred such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response respect to such claim as or litigation. The indemnification provided for under this Agreement will remain in this Section, the Indemnifying Party may participate in such response full force and effect regardless of any investigation made by or on behalf of the Indemnified Party shall have and will survive the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense transfer of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensessecurities.

Procedures. (a) Promptly after receipt by any person or entity entitled to indemnification the Indemnified Party under the Agreement (the "Indemnified Party") Section 14.2 of notice of a claim, Loss or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of Proceeding against which the Indemnified Party will seek indemnification pursuant to the Agreementit believes it is indemnified under this Article, the Indemnified Party shall promptly notify shall, if a claim with respect thereto is to be made against the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so Party under this Article XIV, notify the Indemnifying Party shall relieve in writing of the Indemnifying Party of its obligations under the Agreement except commencement thereof; provided, however, that to the extent that it can demonstrate damages or prejudice attributable the omission to such failure. Except as provided in Section 13.2, promptly notify the Indemnifying Party shall be entitled to have sole control over adversely affects the response to, defense and settlement ability of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies to defend such claim or materially increases the Indemnified Party amount of its election to so assume full control. In the event indemnification which the Indemnifying Party does elect is obligated to so assume controlpay hereunder, (a) the amount of indemnification which the Indemnified Party shall be entitled to participate in receive shall be reduced to an amount which the response Indemnified Party would have been entitled to receive had such claim and to employ counsel at its own expense to assist in notice of a Loss or the handling commencement of such claim, a Proceeding been timely given. (b) The Indemnifying Party shall, within thirty (30) days after receipt of a notice of Loss or Proceeding given pursuant to subsection (a) of this Section 14.3 either (i) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Proceeding in cash in immediately available funds (or establish by agreement with the Indemnified Party an alternative payment arrangement), (ii) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding but disavow the validity of the Loss or Proceeding or the amount thereof and, in the case of a Proceeding to the extent that it shall so desire in accordance with subsection (d) of this Section 14.3, assume the legal defense thereof or (iii) in writing object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof and set forth the grounds therefor in reasonable detail. If the Indemnifying Party does not respond to the Indemnified Party as provided in this subsection within such 30-day period, the Indemnifying Party shall obtain be deemed to have acknowledged its liability for such indemnification claim in accordance with clause (i) of this subsection and the Indemnified Party may exercise any and all of its rights under Applicable Law to collect such amount. (c) An Indemnifying Party shall not, without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld), settle, compromise or delayedconsent to the entry of any judgment with respect to any pending or threatened Proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Proceeding) before entering into any settlement unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such claim Proceeding. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of subsection (b) of this Section 14.3, the Indemnified Party may settle, compromise or ceasing consent to defend against the entry of any judgment with respect to the Proceeding that was the subject of notice to the Indemnifying Party pursuant to subsection (b) of this Section 14.3 without the consent of the Indemnifying Party (but no such claim settlement, compromise or consent shall increase the indemnification obligation of the Indemnifying Party to which it has consented pursuant to clause (i) of subsection (b) of this Section 14.3). Except as otherwise provided in the immediately preceding sentence and in subsection (d) of this Section 14.3, an Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding, but, if such settlement Proceeding is settled or cessation would cause injunctive relief compromised or there is entered any judgment with respect to any such Proceeding, in any such case with the consent of the Indemnifying Party, or if a final judgment shall be imposed rendered for the plaintiff in any such Proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any Loss or Expenses by reason of such settlement, compromise or judgment in accordance with the provisions of this Article XIV. (d) If a Proceeding shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section 14.3, the Indemnifying Party shall, if it shall have responded to such notice in accordance with clause (ii) or (iii) of subsection (b) of this Section 14.3, be entitled to assume the legal defense thereof at the expense of the Indemnifying Party with counsel of its choice. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel 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, and (cii) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with have failed to assume the defense of such claim prior action or employ counsel reasonably satisfactory to the Indemnified Party's receipt of Party or (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party's , and the Indemnified Party shall have been advised by such counsel that there is one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice of its election to assume full control over the response to such claim. After notice by from the Indemnifying Party to the Indemnified Party of its election to assume full controlthe defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 14.3 for any further legal attorney’s fees or other expenses (except reasonable costs of investigation) subsequently incurred by such the Indemnified Party in connection with the defense of that claimthereof. If the Indemnifying Party does not assume sole control over the response defense of a Proceeding as to such claim which it has acknowledged liability, as provided in between itself and the Indemnified Party, pursuant to clause (ii) of subsection (b) of this SectionSection 14.3, the Indemnified Party may require the Indemnifying Party may participate to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and expenses and reasonable out-of-pocket expenses incurred in such response the defense thereof and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party. To the extent necessary to give effect to the provisions of this Article XIV, the Indemnified Party shall grant a power of attorney to the Indemnifying party and provide any reasonably requested information for purposes of assuming any legal defense of the Indemnified Party pursuant to this Article XIV. (e) In the case of a Loss as to which the Indemnifying Party shall have responded pursuant to clause (iii) of subsection (b) above, the right parties shall, as regards any issue as to respond the applicability of this Article XIV to and defend such Loss, attempt in good faith to resolve their differences for a period of 60 days following receipt by the claim in such manner as it may deem appropriate, at Indemnified Party of the reasonable cost and expense response of the Indemnifying PartyParty pursuant to subsection (b) above and, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse if the parties are unable to resolve their differences within such period, the Indemnified Party for such costs and expensesmay submit the matter to arbitration in accordance with the provisions of Section 16.13.

Procedures. Thom▇▇ ▇▇▇ ▇▇▇ Gary ▇▇▇▇▇▇▇▇ ▇▇▇ll act as Representatives of the Significant Stockholders for all purposes of the Escrow Agreement and the indemnification provisions of this Article 10, are duly authorized to be such Representatives and may bind the Significant Stockholders with respect thereto. Promptly after the receipt by any person or entity entitled to indemnification under the Agreement (the "an Indemnified Party") Party of notice or discovery of a any claim, damage or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative legal action or proceeding involving a claim, in respect of which the Indemnified Party will seek giving rise to indemnification pursuant to the rights under this Agreement, the such Indemnified Party shall promptly notify give the party that from whom indemnification is obligated to provide such indemnification sought (the "Indemnifying Party") and the Escrow Agent written notice of such claim claim, damage, legal action or proceeding (a "Claim"). A Parent Indemnified Party shall give notice of a Claim (a "Notice of Claim") to the Significant Stockholders by delivering such Notice of Claim to either of the Representatives. An Indemnified Party may assert a Claim at any time prior to the expiration of the applicable survival period in writingSection 10.1. No failure to so notify delay on the part of an Indemnified Party in giving an Indemnifying Party shall a Notice of Claim will relieve the such Indemnifying Party of any of its obligations under the Agreement except this Article 10 (provided that such Notice of Claim is timely given prior to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided expiration of the applicable survival period in Section 13.2, 10.1) unless (and then only to the extent) that such Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen is materially prejudiced thereby. Within twenty (1520) days after receipt of delivery of such written notice, the Indemnifying Party notifies may, at the Indemnified Party expense of its election to so assume full control. In the event the such Indemnifying Party does Party, elect to so assume control, (a) the Indemnified Party shall be entitled take all necessary steps properly to participate in the response contest any Claim involving third parties or to prosecute such claim and Claim to employ counsel at its own expense conclusion or settlement satisfactory to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by both as set forth in Section 10.5 herein, or notify the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of writing that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend it disputes the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesindemnity.

Procedures. Promptly The obligations of the indemnifying parties under this Article VIII to indemnify the indemnified parties with respect to Damages or Holdings Damages, as the case may be, resulting from the assertion of liability by third parties (a "Claim"), will be subject to the following terms and conditions: (a) An indemnitee against whom any Claim is asserted will give the indemnifying party or parties, as the case may be, written notice of any such Claim promptly after receipt learning of such Claim, and each indemnifying party may at its option undertake the defense thereof by any person or entity entitled representatives of its own choosing. Failure to indemnification under the Agreement (the "Indemnified Party") of give prompt notice of a claim, or Claim hereunder shall not affect the obligations of the commencement (indemnifying party or threatened commencement) of any civilparties, criminalas the case may be, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement this Article VIII except to the extent that it can demonstrate damages an indemnifying party is materially prejudiced by such failure to give prompt notice. If an indemnifying party within 30 days after notice of any such Claim, or prejudice attributable such shorter period as is reasonably required, fails to assume the defense of such failure. Except as provided in Section 13.2Claim, the Indemnifying Party shall be entitled indemnitee against whom such Claim has been made will (upon further notice to the indemnifying party) have sole control over the response toright to undertake the defense, defense and compromise or settlement of such claimClaim on behalf of and for the account and risk, provided thatand at the expense, within fifteen (15) days after receipt of the indemnifying party or parties, as the case may be, subject to the right of each indemnifying party to assume the defense of such written noticeClaim at any time prior to settlement, compromise or final determination thereof. In connection with the handling and disposition of any Claim, the Indemnifying Party notifies parties agree to use their reasonable best efforts to cooperate and consult with each other to the Indemnified Party of its election extent practicable in order to so assume full control. In the event the Indemnifying Party does elect to so assume controlmitigate any Holdings Damages, (a) the Indemnified Party shall be entitled to participate in the response to Environmental Damages or Central Damages which may arise from any such claim and to employ counsel at its own expense to assist in the handling of such claim, Claim. (b) Anything in this Section 8.5 to the Indemnifying Party contrary notwithstanding, no indemnitee shall obtain enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnifying party or parties, as the case may be, of a written release from all liability in respect of such action, suit or proceeding and (ii) without the prior written approval consent of the Indemnified Party (indemnifying party or parties, as the case may be, which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and . (c) the Indemnifying Party shall promptly reimburse the Indemnified Party All obligations for any legal expenses reasonably indemnification incurred by each of the Indemnified Party indemnifying party or parties, as the case may be, under this Article VIII may be satisfied, in the sole discretion of the indemnifying party or parties, as the case may be, by the payment of Central Common Stock in lieu of cash, provided, however, that Central shall satisfy any such obligation only through a payment of Central Common Stock to the extent required in order to qualify the Merger as a pooling of interests transaction under APB 16. For purposes of this subsection, the value of a share of Central Common Stock delivered in lieu of cash under this clause shall be deemed to equal the closing sale price per share of Central Common Stock on the NYSE on the Closing Date. (d) The amount of Damages and Holdings Damages for which indemnification is provided under this Article VIII herein shall be net of (i) any amounts recovered by the appropriate indemnitee under insurance policies with respect to such Damages or Holdings Damages, (ii) any balance sheet reserves with respect to such Damages or Holdings Damages to the extent accounted for on the balance sheet delivered in connection with the defense Working Capital Adjustment, and (iii) any amounts recovered by the appropriate indemnitee pursuant to third party indemnification agreements; provided that in the case of (i) and (iii) above, the indemnitee must first seek recovery from such claim insurance carrier or third party, as the case may be, prior to seeking indemnification from an indemnifying party hereunder; provided, further, that the indemnitee shall not adversely modify, reduce coverage or terminate any existing insurance policy or third party indemnification agreement prior to the Indemnified Party's receipt expiration of the Indemnifying Party's notice of its election Indemnity Period or, with respect to assume full control over the response environmental insurance policies and third party indemnification agreements relating to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlmatters set forth in Section 8.4, if any, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesEnvironmental Indemnity Period.

Procedures. Promptly after receipt (a) In the event that any claim shall be asserted by any person third party against the Buyer Indemnitees or entity Seller Indemnitees (Buyer Indemnitees or Seller Indemnitees, as the case may be, hereinafter, the "Indemnitees"), which, if sustained, would result in a Deficiency, then the Indemnitees, as promptly as practicable after learning of such claim, shall notify the Indemnifying Party of such claim, and shall extend to the Indemnifying Party a reasonable opportunity to defend against such claim, at the Indemnifying Party's sole expense and through legal counsel reasonably acceptable to the Indemnitees, provided that the Indemnifying Party proceeds in good faith, expeditiously and diligently. The Indemnitees shall, at their option and expense, have the right to participate in any defense undertaken by the Indemnifying Party with legal counsel of their own selection at the expense of the Indemnitees. No settlement or compromise of any claim which may result in a Deficiency may be made by the Indemnifying Party, without the prior written consent of the Indemnitees, unless: (A) prior to such settlement or compromise the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses; (B) the Indemnitees are furnished with a full release from the party or parties asserting the claim; and (C) the Indemnifying Party has the ability (financial or otherwise) to pay or perform such settlement or compromise. Unless the Indemnifying Party has elected not to defend against a claim, no settlement or compromise of any claim which may result in a Deficiency may be made by the Indemnitees without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party has elected to defend against a claim, but the Indemnitee determines in good faith that there is a reasonable probability that such claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify Indemnitee may, by notice to the party that is obligated to provide such indemnification (the "Indemnifying Party") of , assume the exclusive right to defend, compromise, or settle such claim in writing. No failure to so notify claim, but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent, which shall relieve not be unreasonably withheld, conditioned or delayed. (b) In the event that the Indemnitees assert the existence of any claim for Deficiency against the Indemnifying Party, they shall give written notice to the Indemnifying Party of its obligations under the Agreement except to nature and amount of the extent Deficiency asserted. The parties agree that it can demonstrate damages or prejudice attributable to all such failure. Except as provided in Section 13.2, claims not disputed by the Indemnifying Party shall be entitled to have sole control over paid in cash by the response to, defense and settlement of such claim, provided that, Indemnifying Party within fifteen thirty (1530) days after receipt receiving notice of such written notice, the claim. "Disputed Claims" shall mean claims by an Indemnitee which the Indemnifying Party notifies the Indemnified Party of its election objects to so assume full control. In the event the Indemnifying Party does elect to so assume control, in good faith in writing within twenty (a20) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval days after receiving notice of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against claim. At the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt option of the Indemnifying Party's notice of its election to assume full control over Indemnitees, the response to such claim. After notice Indemnitees may offset any established Deficiency or any portion thereof that has not been paid by the Indemnifying Party to the Indemnified Party Indemnitees against any obligation the Indemnitees, or any of its election them, may have to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. 16.6.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement either party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this Section 16.6.1 shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over defend the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or litigation. 16.6.2 If the Indemnifying Party notifies assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to holding the Indemnified Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom; provided, however, that the Indemnified Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party, or enter into any settlement, except with the written consent of the Indemnified Party, which does not include [NYCORP] 35907.1 as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation. 16.6.3 If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall have no obligation to, defend against such claim if or litigation in such manner as it may deem appropriate, and the Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party's consent. The Indemnifying Party shall promptly pay any such settlement of such claim or cessation would cause injunctive relief to be imposed against litigation and shall also promptly reimburse the Indemnified PartyParty for the amount of all expenses, and (c) legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense of against such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement A Party (the "Indemnified PartyIndemnitee") that intends to claim indemnification under this Article 11 shall promptly notify the other Party (the "Indemnitor") in writing of notice of a any claim, complaint, suit, proceeding or cause of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant Indemnitee intends to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide claim such indemnification (for purposes of this Section 11.2, each a "Claim"), and the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party Indemnitor shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over of the response todefense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such claim, provided that, within fifteen (15) days after receipt Claim. The indemnification under this Article 11 shall not apply to amounts paid with respect to settlement of any Claim if such written notice, settlement is effected without the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval consent of the Indemnified Party (Indemnitor, which approval shall consent will not be unreasonably withheld or delayed) before entering into . The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any settlement of such claim claim, suit or ceasing proceeding, if prejudicial to its ability to defend against such claim if action, shall relieve such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for Indemnitor of any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior liability to the Indemnified Party's receipt Indemnitee under this Article 11, but the omission to so deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Article 11. Without limiting the foregoing, the Indemnitee shall keep the Indemnitor fully informed of the Indemnifying Party's notice progress of its election any Claim for which it intends to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in indemnification under this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesArticle 11.

Procedures. Promptly after receipt by any person or entity entitled Buyer pursuant to indemnification under the Agreement Section 7.2. and Seller pursuant to Section 7.1. (the "Indemnified Party") of each agrees to give prompt notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Article VII, including the amount and other details of such claim claim. The Indemnifying Party may participate in writing. No failure to the defense of, and, if it so notify chooses, assume and control the defense of, any such suit, action or proceeding at its own expense; provided, however, that the Indemnifying Party shall relieve assume and control the Indemnifying Party of its obligations under the Agreement except to the extent that defense unless it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party in writing of its election intent not to do so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) within 20 days after its receipt from the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement notice of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) action. If the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of assumes such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controldefense, then the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses subsequently incurred by such the Indemnified Party in connection with such defense. The Indemnified Party may, at its own expense, monitor and participate in the defense but not control the defense unless the Indemnifying Party notifies the Indemnified Party in writing of its intent not to assume the control of the defense within 20 days after its receipt from the Indemnified Party of notice of such claim or action. The Indemnified Party undertakes to faithfully and fully cooperate with the Indemnifying Party in all respects required for the best resolution or defense against any such claim, suit, action or proceeding. For as long as the Indemnifying Party conducts the defense of that any such claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section; suit, the Indemnifying Party may participate in such response and action or proceeding, the Indemnified Party shall have take no actions in relation to such claim, suit, action or proceeding, without the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense prior consent of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse not be liable under Section 7.1. or Section 7.2. respectively, for any settlement effected without its consent of any claim, suit, action or proceeding in respect of which indemnity may be sought thereunder (which consent will not be unreasonably withheld). The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any claim of which the Indemnifying Party has assumed the defense, without the prior consent of the Indemnified Party, provided, however that a condition to any such settlement shall be a complete release from any responsibility or liability of the Indemnified Party for and its Affiliates with respect to such costs and expensesclaim which does not impose any actual or potential liability upon the Indemnified Party.

Procedures. 13.6.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over defend the response toclaim or litigation, except as set forth in Section 13.4 of this Agreement. 13.6.2 If Indemnifying Party assumes the defense and settlement of any such claimclaim or litigation resulting therefrom with counsel reasonably acceptable to Indemnified Party, provided that, within fifteen (15) days after receipt the obligations of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its or his expense, in connection with the defense of such claim prior or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. 13.6.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement's consent. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or litigation if, and only if, the Indemnifying Party has failed to assume the defense of such claim or litigation pursuant to Section 13.6.2. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation if, and only if, the Indemnifying Party has failed to assume the defense of such claim or 37 litigation pursuant to Section 13.6.2.

Procedures. 14.4.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement either party (the "Indemnified Party") of notice of a claim, (a) any claim or of (b) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this Section 14.4.1 shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over defend the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or litigation. 14.4.2 If the Indemnifying Party notifies assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim prior or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. 14.4.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses's consent.

Procedures. (a) Subject to Section 8.2(b) below, if an Indemnified Party shall claim a right to payment pursuant to this Article 8, such Indemnified Party shall send written notice of such claim to the Indemnifying Party. Such notice shall specify the basis for such claim. As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and the Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within five business days of the final determination of the merits and amount of such claim, the Indemnifying Party shall pay to the Indemnified Party immediately available funds in an amount equal to such claim as determined hereunder. (b) Promptly after receipt by an Indemnified Party of notice by a third party of any person complaint or entity the commencement of any action or proceeding with respect to which such Indemnified Party may be entitled to indemnification under receive payment from the Agreement (other party for any Losses, such Indemnified Party shall notify the "Indemnified Party") Indemnifying Party within 20 days of notice of a claim, such complaint or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative such action or proceeding involving a claimproceeding; provided, in respect of which however, that the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations from liability under the this Alliance Agreement except with respect to such claim only if, and only to the extent that it can demonstrate damages or prejudice attributable that, such failure results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such failureclaim. Except as provided The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 30 days thereafter (which written notice must include a binding acknowledgment of the Indemnifying Party that such claim constitutes an indemnifiable Loss hereunder), to assume the defense of such action, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. If the Indemnifying Party declines to assume the defense of the action within such 30-day period, then such Indemnified Party may employ counsel to represent or defend it in Section 13.2, any such action and the Indemnifying Party shall be entitled to have sole control over pay the response to, defense reasonable fees and settlement disbursements of such claimcounsel as incurred; provided, provided thathowever, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, that the Indemnifying Party shall not be liable required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action with respect to which indemnification is being sought hereunder, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with or the Indemnifying Party, whichever is not assuming the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Sectionaction, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim participate in such manner as it may deem appropriate, litigation and to retain its own counsel at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementsuch party's own expense. The Indemnifying Party shall promptly reimburse or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Indemnifying Party for or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such costs and expensesaction.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "an Indemnified Party") Party of notice of the commencement of any claim or suit for which indemnification may be available pursuant here to, such Indemnified Party shall, if a claimclaim in respect thereof is to be made against any Indemnifying Party hereunder, or deliver to the Indemnifying Party a written notice of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which thereof; but the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party it of its obligations liability under the Agreement this Article VII except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is prejudiced by such failure. Except as provided in Section 13.2The Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party shall be entitled so desires to have sole assume control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses defense thereof with counsel mutually reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control; provided, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of however, that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for the Indemnified Party to and defend be paid by the claim indemnifying party, if, in such manner as it may deem appropriate, at the reasonable cost and expense opinion of counsel retained by the Indemnifying Party, who the representation by such counsel of the Indemnified Party and the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party shall be bound cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by any settlementthe Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to Indemnified Party which relates to such action or claim. The Indemnifying Party shall promptly reimburse keep the Indemnified Party reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to such costs claim or litigation. Following indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Section 7.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and expenseswhen bills are received and payment therefor is due.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced, and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim; and (iv) neither party shall have any liability to the other under any circumstances for special, indirect, consequential, punitive or exemplary damages or lost profits or similar damages of any kind, whether or not foreseeable. (d) After Closing, excepting claims for fraud, all claims for breach of representations or warranties under this Agreement shall be bound by any settlement. The Indemnifying Party shall promptly reimburse subject to the Indemnified Party for such costs and expenseslimitations set forth in Section 9.2(b) or 9.2(d), as applicable.

Procedures. Promptly after receipt The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person third parties or entity entitled other circumstances that could give rise to an indemnification obligation hereunder against the indemnifying party (a "Claim"), but a failure to give such notice or delaying such notice shall not affect the indemnified party's right to indemnification under and the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, indemnifying party's obligation to indemnify as set forth in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party's ability to remedy, contest, defend or prejudice attributable settle with respect to such failureClaim is thereby prejudiced. Except as provided in Section 13.2, The obligations and liabilities of the Indemnifying Party parties with respect to any Claim shall be entitled subject to have sole control over the response to, defense following additional terms and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, conditions: (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (c) In the event that the indemnifying party shall elect not to undertake such defense or opposition, or, within twenty (20) days after written notice (which shall include sufficient description of background information explaining the basis for such Claim) of any such Claim from the indemnified party, the indemnifying party shall fail to undertake to defend or oppose, the indemnified party (upon further written notice to the indemnifying party) shall have the right to undertake the defense, opposition, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and defend for the claim in account and risk of the indemnifying party (subject to the right of the indemnifying party to assume defense of or opposition to such manner as it may deem appropriateClaim at any time prior to settlement, compromise or final determination thereof). (e) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall be bound by any settlement. The Indemnifying Party have the right to consult with the indemnifying party and its counsel or other representatives concerning such Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall promptly reimburse the Indemnified Party for cooperate in good faith with respect to such costs and expensesClaim.

Procedures. Promptly after receipt by any person or entity entitled to indemnification Any indemnified party submitting an indemnity claim under the Agreement this Section 13, as applicable (the "“Indemnified Party"”) of notice of a claim, or of the commencement shall: (or threatened commencementa) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification indemnifying Party (the "“Indemnifying Party") ”), of such claim in writing. No failure to so notify writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that, no failure to provide such notice pursuant to this clause (i) shall relieve the Indemnifying Party of its obligations under the Agreement indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (ii) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (iii) give the Indemnifying Party sole control of the defense (including without limitation the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2the case of the foregoing clauses (ii) and (iii), the Indemnifying Party shall be entitled to have sole control over not, without the response to, defense and settlement written consent of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlParty, compromise or settle any suit or proceeding unless such compromise or settlement (ax) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, is solely for monetary damages (b) for which the Indemnifying Party shall obtain be responsible), (y) does not impose injunctive or other equitable relief against the prior written approval Indemnified Party and (z) includes an unconditional release of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement from all liability on claims that are the subject matter of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the proceeding. The Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party (in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim capacity as provided in this Section, the Indemnifying Party such) may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, defense at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesits own expense.

Procedures. 17.4.1 Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminalaction, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article 17 may apply, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations under from any liability which it may have to the Agreement Indemnified Party except to the extent that it can demonstrate damages or prejudice attributable such failure to such failurenotify shall adversely affect the rights of the Indemnifying Party. Except as provided in Section 13.2, the The Indemnifying Party shall be entitled to have sole control over participate at its own expense in the response todefense or, if it so elects, to assume the defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, thereof with counsel designated by the Indemnifying Party notifies and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party of its election to so assume full control. In the event and the Indemnifying Party does elect and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to so assume controlit which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (a) the Indemnified Party shall be entitled to participate have retained such counsel in accordance with the response to such claim and to employ counsel at its own expense to assist in the handling of such claimpreceding paragraph 17.4.1, (b) the Indemnifying Party shall obtain elect not to assume the defenses of such action, (c) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (d) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written approval consent of the Indemnified Party (Indemnifying Party, which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the The Indemnifying Party shall not be liable enter into a settlement or other compromise with respect to any claim against the Indemnified Party for without the Indemnified Party’s consent unless (i) there is no finding or admission of any further legal expenses incurred violation of Applicable Law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by such Indemnified Party in connection with the defense of that claimIndemnifying Party. If the Indemnifying Party does not fails to assume sole control over the response to defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this SectionArticle 17, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the Indemnifying Party may participate in such response and amount owing to the Indemnified Party shall have be the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense amount of the Indemnifying Indemnified Party, who shall be bound ’s actual loss net of any insurance proceeds received by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesfollowing a reasonable effort by the Indemnified Party.

Procedures. (a) Promptly after the receipt by any person or entity Person that may be entitled to indemnity hereunder of notice or otherwise becoming aware of (a) any claim or (b) the commencement of any action or proceeding which may give rise to a claim for indemnification under the Agreement hereunder, such Person (the "Indemnified Aggrieved Party") of notice of will, if a claim, claim with respect thereto is to be made against the party or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek parties obligated to provide indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification this Article 11 (the "Indemnifying Party") ), give such Indemnifying Party written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and, shall permit the Indemnifying Party to assume, at its own expense, the defense of any such claim, action or proceeding, or any litigation resulting from such claim, and, upon such assumption, shall relieve cooperate fully with the Indemnifying Party in the conduct of such defense. This duty on the part of the Aggrieved Party to cooperate in such defense shall include, but not be limited to, (i) providing assistance in compiling and verifying responses to discovery requests, (ii) providing reasonable access to its employees for purposes of consulting, performing laboratory testing, providing deposition and ---------- [***] Confidential treatment requested and the redacted material has been separately filed with the Commission. 60 56 trial testimony and providing expert opinions at depositions and trials and (iii) making available to the Indemnifying Party all books and records as may have relevance to the defense. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within 15 days after notice thereof shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its right to defend such action. If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations under of the Agreement except to the extent that it can demonstrate damages or prejudice attributable Indemnifying Party as to such failureclaim or litigation shall be limited to taking all steps reasonably deemed necessary in the defense or settlement of such claim or litigation resulting therefrom and to holding the Aggrieved Party harmless from and against any and all Costs caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom (subject to Section 11.3). Except as The Aggrieved Party may participate, at its expense, in the defense of such claim or litigation, provided that the Indemnifying Party shall direct and control the defense of such claim or litigation; provided, further, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgement of the Aggrieved Party for the same counsel to represent both the Indemnifying Party and the Aggrieved Party, then the Aggrieved Party shall be entitled to retain its own counsel, in each jurisdiction for which the Aggrieved Party determines counsel is required, at the Indemnifying Party's expense. Subject to Section 13.211.3, the Indemnifying Party shall be entitled to have sole control over not, in the response to, defense and settlement of such claimclaim or any litigation resulting therefrom, provided thatconsent to entry of any judgment, within fifteen (15) days after receipt except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party which, in either case, may not be unreasonably withheld, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a full and complete release from any and all liability in respect of such written noticeclaim or litigation, and which judgement or settlement shall not impose any on-going obligations on the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, Aggrieved Party. (b) If the Indemnifying Party shall obtain not assume the prior written approval defense of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to litigation resulting therefrom, the Aggrieved Party may defend against such claim if or litigation in such settlement manner as it may deem appropriate and the Aggrieved Party may settle such claim or cessation would cause injunctive relief to be imposed against the Indemnified Partylitigation on such terms as it may deem appropriate, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for any legal expenses reasonably the amount of all Costs incurred by the Indemnified Aggrieved Party in connection with the defense against or settlement of such claim prior or litigation, subject to the Indemnified Party's receipt Section 11.3. If no settlement of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlclaim or litigation is made, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for the amount of any Costs incurred by the Aggrieved Party in the defense against such costs claim or litigation, subject to Section 11.3. (c) If there shall be any conflicts between the provisions of this Section 11.2 and expensesSection 7.6(c) (relating to Tax contests), the provisions of Section 7.6(c) shall control with respect to Tax contests. (d) In the event Seller and Buyer are unable to agree on the terms of settlement of an infringement claim subject to Section 11.1(a)(vii), any additional Costs that Seller or Buyer incurs and/or pays to such third party at a later date based on a Court decision or a settlement above and beyond the proposed earlier settlement with respect to post closing infringing activities, which earlier settlement either the Seller or Buyer had rejected, shall be for the sole account and obligation of the rejecting party if such other party had advised the rejecting party that it was prepared to accept such earlier settlement terms.

Procedures. Promptly after receipt by Each Party’s agreement to indemnify, defend, and hold harmless under Section 9.1 or 9.2, as applicable, is conditioned upon the indemnified party (a) providing written notice to the indemnifying Party of any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, demand or action arising out of the commencement allegedly or actually indemnified matter as soon as reasonably possible, and in any event no later than within thirty (or threatened commencement30) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which days after the Indemnified indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement has actual knowledge of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claimdemand or action, (b) permitting the Indemnifying indemnifying Party shall obtain to assume control over the investigation of, preparation and defense against, and settlement or voluntary disposition of any such claim, demand or action, (c) assisting the indemnifying Party, as reasonably requested by the indemnifying Party and at the indemnifying Party’s reasonable expense, in the investigation, preparation, defense, and settlement or voluntary disposition of any such claim, demand or action, (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the indemnifying Party’s prior written approval of the Indemnified Party (consent, which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partywithheld, and (ce) furnishing promptly to the Indemnifying indemnifying Party shall promptly reimburse the Indemnified Party for copies of all notices and documents (including court papers) received by any legal expenses reasonably incurred by the Indemnified Party indemnified party in connection with the defense Claim for which indemnification is being sought; provided, however, that, if the party entitled to indemnification hereunder fails to comply with any of such claim prior the foregoing conditions, the indemnifying Party will only be relieved of its indemnification obligation under this Agreement to the Indemnified Party's receipt extent materially prejudiced by such failure. In no event may the indemnifying Party compromise, settle, or enter into any voluntary disposition of any claim, demand or action subject to indemnification under this Section 9 in any manner that admits material fault or wrongdoing on the part of the Indemnifying Party's notice of its election to assume full control over indemnified party or incurs non-indemnified liability on the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense part of the Indemnifying Partyindemnified party without the prior written consent of the indemnified party, who shall be bound by and in no event may the indemnifying Party settle, compromise, or agree to any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesvoluntary disposition of any matter subject to indemnification hereunder in any manner which may adversely affect any Cempra Intellectual Property or Cempra’s (or its Affiliates’ or Cempra Licensees’) ability to make, use, sell, import, or export Compound, Supplied Derivative, Derivatives, or Products without Cempra’s prior written consent.

Procedures. Promptly after receipt The party seeking indemnification under this Section ("Indemnitee") shall give the party from whom it seeks indemnification ("Indemnitor") prompt notice, of the assertion of any such claim. The right to Indemnification under this Agreement shall not be affected by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except give or any delay in giving such notice unless, and then only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2that, the Indemnifying Party shall be entitled rights and remedies of the party to whom such notice was to have sole control over been given shall have been prejudiced. The Indemnitor shall assume the response todefense of any indemnification claim provided, defense however, that if the Indemnitor fails, within a reasonable time after receipt of written notice of such claim, to assume the defense, compromise, and settlement of such claim, provided that, within fifteen the Indemnitee shall (15) days after receipt of such written notice, upon notifying the Indemnifying Party notifies the Indemnified Party Indemnitor of its election to so assume full control. In do so) have the event right to undertake the Indemnifying Party does elect to so assume controldefense, (a) the Indemnified Party shall be entitled to participate in the response to such claim compromise, and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing on behalf and for the account and risk of the Indemnitor (it being understood and agreed that the Indemnitor shall thereafter not be entitled to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assume the defense of such claim). The Indemnitor shall not settle or compromise (i) any claim prior or consent to the Indemnified Party's receipt entry of any judgment that does not include as an unconditional term thereof the grant by claimant or plaintiff to the Indemnitee of a release from any and all liability in respect therefor, or (ii) any claim in any manner, or consent to the entry of any judgment, that could reasonably be expected to have a material adverse effect on the Indemnitee. If upon presentation of a claim for indemnity hereunder the Indemnitor does not agree that all, or part, of such claim is subject to the indemnification obligations imposed upon it pursuant to this Agreement, it shall promptly so notify the Indemnitee. Thereupon, the parties shall attempt to resolve their dispute, including where appropriate, reaching an agreement as to that portion of the Indemnifying Party's notice claim, if any, which both concede is subject to indemnification. To the extent that the parties are unable to reach some compromise, either party may unilaterally submit the matter for determination by a court of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensescompetent jurisdiction.

Procedures. (a) Promptly after receipt the discovery of any Loss or Losses by any person or entity entitled Indemnified Party which might give rise to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify deliver to the party that is obligated to provide such indemnification Stockholder Representative a certificate (the "Indemnifying Party"“Claim Certificate”), which Claim Certificate shall: (i) of state that the Indemnified Party has paid or properly accrued Losses, or anticipates that it will incur liability for Losses, for which such claim Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except reasonable detail, to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided available, each individual item of Loss included in Section 13.2the amount so stated, the Indemnifying date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party shall claims to be entitled hereunder. (b) In case the Stockholder Representative shall object to have sole control over the response toindemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, defense and settlement of such claim, provided thatthe Stockholder Representative shall, within fifteen thirty (1530) days after receipt by the Stockholder Representative of such Claim Certificate, deliver to the Indemnified Party a written noticenotice to such effect and the Stockholder Representative and the Indemnified Party shall, within the Indemnifying Party notifies thirty-day period beginning on the date of receipt by the Indemnified Party of its election such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Stockholder Representative shall have so assume full controlobjected. In If the event Indemnified Party and the Indemnifying Stockholder Representative shall succeed in reaching agreement with respect to any of such claims, the Indemnified Party does elect and the Stockholder Representative shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Stockholder Representative be unable to so assume controlagree as to any particular item or items or amount or amounts, (a) then the Indemnified Party shall be entitled to participate pursue its available remedies for resolving its claim for indemnification. (c) Promptly after the assertion by any third party of any claim against any Indemnified Party (a “Third Party Claim”) that, in the response to judgment of such claim and to employ counsel at its own expense to assist Indemnified Party, may result in the handling incurrence by such Indemnified Party of Losses for which such claimIndemnified Party would be entitled to indemnification pursuant to this Agreement, (b) the Indemnifying such Indemnified Party shall obtain deliver to the prior Stockholder Representative a written approval notice describing in reasonable detail such Third Party Claim; provided, however, that no delay on the part of the Indemnified Party (which approval in notifying the Stockholder Representative shall not be unreasonably withheld relieve the Stockholders of any liability or delayed) before entering into any settlement of such claim or ceasing obligations hereunder, except to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyextent that the Stockholders have been materially prejudiced thereby, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response then only to such claimextent. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the The Indemnified Party shall have the right in its sole discretion to respond conduct the defense of any such Third Party Claim; provided, however, that the Stockholders shall not be liable to and defend indemnify any Indemnified Party for any settlement of any such Third Party Claim effected without the claim in such manner as it may deem appropriate, at the reasonable cost and expense prior written consent of the Indemnifying PartyStockholder Representative, who which consent shall not be bound by unreasonably withheld. If any settlement. The Indemnifying Party shall promptly reimburse such action or claim is settled with the prior written consent of the Stockholder Representative, or if there be a final judgment for the plaintiff in any such action, the Indemnified Party shall be entitled to indemnification for the amount of any Loss relating thereto. (d) Claims for Losses specified in any Claim Certificate to which the Stockholder Representative did not object in writing within thirty (30) days of receipt of such costs Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 10.4(b), and expensesclaims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” The Indemnified Party shall be entitled to payment for any Agreed Claims within ten (10) Business Days of the determination of the amount of any such Agreed Claims.