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 (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 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 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 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 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 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 (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 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 (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 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 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 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. 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 (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 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. 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 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 (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. (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 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. 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 (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 entitled to 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 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 this Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.214.2, 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, : (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, (bii) 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 (ciii) 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 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. 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 If the Indemnified Party will seek receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the Indemnifying Party and believes in good faith that the Indemnifying Party may be obligated to provide indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify give the party that is obligated to provide such indemnification Indemnifying Party written notice (the "Indemnifying PartyIndemnification Notice") of thereof setting forth in reasonable detail such claim in writing. No information with respect to such suit, action, claim, proceeding or investigation as the Indemnified Party shall then have, but the failure to so notify give an Indemnification Notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under any liability that it may have to the Agreement Indemnified Party, 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 have been materially prejudiced in its ability to have sole control over defend the response tosuit, defense and settlement of such action, claim, provided that, within fifteen (15) days after proceeding or investigation for which such indemnification is sought. Upon receipt of such written noticean Indemnification Notice, 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) 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) may agree that the Indemnifying Party shall obtain assume the prior written approval defense of such suit, action, claim, proceeding or investigation upon such terms as they shall agree. If 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 and the Indemnified Party, and (c) Indemnifying Party agree that the Indemnifying Party shall promptly reimburse assume the defense of any suit, action, claim, proceeding or investigation for which it is called upon to indemnify the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior pursuant 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 article, the Indemnifying Party shall not be liable to settle or compromise such suit, action, claim, proceeding or investigation without the prior written consent of the Indemnified Party for unless there is no finding or admission of any further legal expenses incurred violation of law by such the Indemnified Party, and the sole relief provided is monetary damages covered in full by the Indemnifying Party. If the Indemnified Party in connection with and the Indemnifying Party agree that the Indemnifying Party shall assume the defense of that any suit, action, claim. If , proceeding or investigation for which it is called upon to indemnify the Indemnifying Indemnified Party does not assume sole control over the response pursuant to such claim as provided in this Sectionarticle, the Indemnifying Party may participate in such response and shall keep the Indemnified Party reasonably informed of the events of any applicable suit, action, claim, proceeding or investigation. If requested by the Indemnifying Party, the Indemnified Party shall have cooperate to the right extent reasonably requested in the defense or prosecution of any suit, action, claim, proceeding or investigation for which such Indemnifying Party is called upon to respond indemnify the Indemnified Party pursuant to this article. The amount of any Loss indemnifiable pursuant to this article shall be reduced by: the value of any benefit (other than any insurance benefit from the insurance policies) realized, directly or indirectly, in any jurisdiction by the Indemnified Party as a result of such Loss; the amount of any insurance proceeds received by the Indemnified Party in respect of such Loss. If such proceeds are received by the Indemnified Party following an indemnification payment in respect of the relevant Loss, the Indemnified Party shall pay to the Indemnifying Party an amount equal to the lesser value of: the amount of such proceeds; and defend the claim in such manner as it may deem appropriate, at amount of the reasonable cost and expense of indemnification payment made by the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse not pay the Indemnified Party any indemnification related to the missing profit or indirect damage. Neither Party shall be indemnified more than once for such costs the same Loss. The Contracting Authority shall not hold responsible the Concessionaire for any Loss that may have been caused by events, actions or omissions occurring prior to the date of the Site Handback. Such articles, from 16.1 to 16.14 shall remain in force even after (3) three years after this Agreement Closure Date and expensesregardless of its termination, one Party shall request the amounts owed to the other Party pursuant to this article, in accordance with this Agreement, within a term of (3) three years from the Agreement Closure Date.

Procedures. Promptly after receipt by a party hereto of notice of any person or entity entitled claim which could give rise to a right to indemnification under the Agreement pursuant to Section 10.2 or Section 10.3, such party (the "Indemnified Party") of notice of a claim, or of shall give 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 (the "Indemnifying Party") of such written notice describing the claim in writingreasonable detail. No The failure of an Indemnified Party to so notify give notice in the Indemnifying Party manner provided herein 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 13.2, If the Indemnifying Party shall be entitled undertake to have sole control over the response tocompromise or defend any such asserted liability, defense it shall promptly (and settlement of such claim, provided that, within fifteen in any event not less than ten (1510) 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. If the Indemnifying Party (i) elects not to compromise or defend the asserted liability, (ii) fails to notify the Indemnified Party of its election to so assume full control. In compromise or defend as herein provided, (iii) fails to admit its obligation to indemnify under this Agreement with respect to the event claim, or, (iv) if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, and any payment made therewith shall be included as part of the indemnification obligation of the Indemnifying Party does elect hereunder. Notwithstanding the foregoing, the Indemnified Party may not settle or compromise any claim without consent of the Indemnifying Party. 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 10.4, (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. (a) 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. So long as notice is given in accordance with the respective provisos in Sections 16.1 and 16.3, the failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except Indemnified Party from seeking indemnification from the Indemnifying Party unless and to the extent that it can demonstrate damages such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or prejudice attributable to such failure. Except as provided in Section 13.2, litigation. (b) If the Indemnifying Party shall be entitled assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to have sole control over the response toIndemnified 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 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 if or litigation resulting therefrom; however, the Indemnified Party may participate, at its or his expense, in the defense of such settlement claim or cessation would cause injunctive relief litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. If the Indemnified Party reasonably concludes that it may have defenses or other interests different from or in conflict with those of the Indemnifying Party, it may require the Indemnifying Party to be imposed against provide for (at the Indemnifying Party's expense) separate counsel for the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred such counsel to be selected by the Indemnified Party, subject to the reasonable approval of the Indemnifying Party. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense at no out-of-pocket cost to itself. The Indemnifying Party shall not, in the defense of such claim prior 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. (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, 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 expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against such costs claim or litigation. If both parties shall agree to the terms of any settlement of such claim or litigation, the Indemnifying Party shall promptly pay such settlement in accordance therewith. 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 Each party entitled to indemnification under the Agreement this Section ---------- 7.7 (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 (whose approval shall not unreasonably be withheld or delayed). Without limiting the generality of the foregoing, if the Indemnified Party has been advised in writing. No failure writing by its counsel that representation of both the Indemnified and Indemnifying Party by the same counsel would be inappropriate under standards of professional conduct due to so notify actual or potential differing interests, with respect to such claim or litigation, the Indemnifying Party shall bear the expense of another counsel who shall represent the Indemnified Party and any other persons or entities who have indemnification rights from the Indemnifying Party hereunder, with respect to such claim or litigation, and shall be selected as provided in the first sentence of this Section 7.7(c). The Indemnified Party may participate in such defense at such party's expense (except to the extent that the Indemnifying Party is required to pay the expense of such counsel pursuant to this Section 7.7(c)), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under the Agreement this Agreement, except to the extent that it can demonstrate damages or prejudice attributable such failure is prejudicial to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response toin defending such claim or litigation. No Indemnifying Party, 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 defense of any such claim and to employ counsel at its own expense to assist in or litigation, shall, except with the handling consent of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the each Indemnified Party (which approval consent shall not be unreasonably withheld or delayed) before entering ), 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 with respect to 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 expenseslitigation.

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. Promptly after receipt by any person or entity The Indemnified Party shall be entitled to indemnification under hereunder only: (a) if it gives written notice to the Agreement (the "Indemnified Party") Indemnifying Party of notice of a claimany losses or claims, suits, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving proceedings by Third Parties which may give rise to a claim, in respect of which the Indemnified Party will seek claim for indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") with reasonable promptness after receiving written notice of such claim (or, in writing. No the case of a proceeding, is served in such proceeding) or becoming aware of any such loss; 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 (ii) 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 (x) no Indemnifying Party shall have the reasonable cost and expense right to assume control over the assertion of any claim, or the commencement of any action, in either case with respect to Taxes of the Indemnified Party, provided that the Indemnified Party shall not settle or resolve any such claim or action if doing so would reasonably be expected to adversely impact the Indemnifying Party, including increasing the Indemnifying Party’s obligations pursuant to this Agreement, without the prior written consent of the Indemnifying Party, who which shall not be bound by any settlement. The unreasonably withheld, conditioned or delayed; and (y) 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, conditioned 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 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 who 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 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 it can demonstrate damages the Indemnified Party's failure has materially prejudiced the Indemnifying Party's ability to defend the claim or prejudice attributable 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 failurea claim without obtaining a release of the Indemnified Party from all liability in respect of such claim or litigation. Except as provided in Section 13.2, If the Indemnifying Party shall be entitled to have sole control over not 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 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 litigation resulting therefrom, or if such settlement or cessation would cause injunctive relief to be imposed is sought against the Indemnified Party, and (c) the Indemnified Party may defend against or settle such claim or litigation in such manner as it may deem appropriate. The Indemnifying Party shall promptly reimburse the Indemnified Party Part for any the amount of all 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 expenses.or

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 to indemnification A Party submitting an indemnity claim under the this Agreement (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 other 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 the prior written approval of be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party Party, (which approval shall iii) does not be unreasonably withheld or delayed) before entering into acknowledge 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 fault by the Indemnified Party, and (civ) the Indemnifying Party shall promptly reimburse includes an unconditional release of the Indemnified Party for any legal expenses reasonably incurred by from all liability on claims that are the Indemnified Party in connection with the defense subject matter 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 claimproceeding. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlHowever, 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 neither Party shall have the right to respond to and defend control the claim in such manner as it may deem appropriatedefense during the initial investigation stages by a Governmental Authority, at the reasonable cost and expense of the Indemnifying Partyincluding any civil investigative demands, who shall be bound by any settlementinquiry, or, formal communications that does not involve a direct claim, suit, criminal or civil proceeding. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses(in its capacity as such) may participate in the defense at its own expense.

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 (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 defending such Asserted Liability. (e) Administrator and Reinsureds shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege) and shall cooperate with each other in 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 expensesthereof.

Procedures. Promptly after receipt by In the event any person Indemnified Party should have a claim against any Indemnifying Party under Section 11.2 that does not involve a Third Party Claim being asserted against or entity entitled sought to indemnification under the Agreement (the "be collected from such 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") deliver notice of such claim in writingwith reasonable promptness to the Indemnifying Party. No The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any of its obligations under the Agreement 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 demonstrates that such failure 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 materially adversely prejudiced 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 notify the response Indemnified Party within thirty (30) days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under Section 11.2, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the Indemnifying Party under Section 11.2 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided in this Sectionclaim, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right proceed in good faith to respond to and defend the claim in negotiate a resolution of such manner as dispute and, it may deem appropriatenot resolved through negotiations, at the reasonable cost and expense of the Indemnifying Party, who such dispute shall be bound resolved by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs litigation in accordance with Sections 12.6 and expenses12.7.

Procedures. Promptly after receipt by any person or entity entitled to When a party seeking indemnification under the Agreement Section 8.2 or 8.3 (the "Indemnified Party") of receives notice of a any action, suit, proceeding, claim, demand or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving assessment which is likely to give rise to a claim, in respect of which the Indemnified Party will seek claim for indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify give prompt written notice thereof to the other party that is obligated to provide such indemnification (the "Indemnifying Party") reasonably describing (to the extent known) the nature of such claim in writingand the basis therefor. No failure If the Indemnified Party fails to so notify give such prompt written notice to the Indemnifying Party, the Indemnified Party shall relieve not forfeit its indemnification claim, but such indemnification claim shall be reduced by the Indemnifying amount of any additional or increased liability, cost or expense (including applicable interest and penalties) caused by the delay in giving notice. If the Indemnified Party of its obligations under the Agreement except is entitled to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2indemnification hereunder, the Indemnifying Party shall be entitled shall, at its expense, assume the complete defense of the action, suit, proceeding, claim, demand or assessment giving rise thereto, with full authority to have sole control over the response to, conduct such defense and settlement to settle or otherwise dispose of such claimthe same, provided that, within fifteen (15) days after receipt of such written notice, the except as set forth below. The Indemnifying Party notifies and the Indemnified Party will each fully cooperate with the other in the defense of its election any claim which is likely to so assume full controlgive rise to a claim for indemnification hereunder or does present such a claim. In the event the The Indemnifying Party does elect to so assume controlwill not, (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 except with the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld), consent to the entry of any judgment or delayed) before entering enter into any settlement in connection with such defense which does not include a release 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 PartyParty from all liability in respect thereof or does include any undertaking or agreement which causes the Indemnified Party to perform any act or to refrain from performing any act. The Indemnified Party will not, and (c) except with the prior written consent of the Indemnifying Party (which consent shall promptly reimburse not be unreasonably withheld), consent to the Indemnified Party for entry of any legal expenses reasonably incurred by the Indemnified Party judgment or enter into any settlement 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 expensesdefense.

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 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.

Procedures. Promptly after receipt by any person The initial publication of Combination Therapy Data shall be a joint publication of both Parties, which shall be agreed upon in writing through the Combination Project Committee, such agreement not to be unreasonably withheld, conditioned or entity entitled delayed. A Party that proposes to indemnification under make a publication or presentation referenced in Section 6.6.1 other than the Agreement (the "Indemnified Party") initial publication of notice Combination Therapy Data shall submit copies of a claim, each such proposed publication 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 presentation to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated at least [**] in advance of submitting such proposed publication or presentation to provide such indemnification (the "Indemnifying a publisher or other Third 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 Such non-publishing Party shall have the right to respond review, comment on, and approve each such proposed publication or presentation for accuracy and to ascertain whether such non-publishing Party’s Confidential Information (including any such Confidential Information about the Combination Therapy) is being inappropriately utilized or released; provided that the non-publishing Party’s approval shall not be required to the extent that the publishing Party seeks to make any such publication or presentation that relates only to the Immatics Product (if Immatics is the publishing Party) or Moderna Product (if Moderna is the publishing Party), but, in each case, does not relate to the Combination Therapy (including the Combination Therapy Trial) or the non-publishing Party’s product(s). The non-publishing Party shall have the right to request that the publishing Party remove any of the non-publishing Party’s Confidential Information (including any such Confidential Information about the Combination Therapy, the Immatics Product (if Moderna is the publishing Party) or Moderna Product (if Immatics is the publishing Party)) prior to submission for publication or presentation. Upon such request of the non-publishing Party, the publishing Party shall redact or otherwise modify the proposed publication or presentation to remove any such Confidential Information of the other Party and defend provide the claim in such manner as it final manuscript of the publication or presentation to the non-publishing Party for release. If the non-publishing Party fails to notify the publishing Party during the [**] period set forth above, the publishing Party may deem appropriateproceed with the proposed publication or presentation. Without limiting the foregoing, at the reasonable cost and expense request of the Indemnifying non-publishing Party, who shall be bound by any settlement. The Indemnifying the publishing Party shall promptly reimburse delay any publication by [**] to enable the Indemnified non-publishing Party for such costs and expensesto secure adequate intellectual property protection of its Confidential Information or other Inventions that would otherwise be affected by the publication.

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. Promptly after receipt (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Article VIII of this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of including notice of a claim, or of the commencement (or threatened commencement) of any civillegal proceeding, criminalthreat, administrative audit or investigative action examination) against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof (which in the case of Parent shall be in the form of an Officer’s Certificate) to the Shareholder Representative, on behalf of the Indemnifying Shareholders and the Consenting Optionholders, or proceeding involving to Parent, as applicable (the “Indemnifying Party”, for avoidance of doubt, the Indemnifying Shareholders and Consenting Optionholders are collectively the “Indemnifying Party” as such term is used in this Agreement and not each individually the “Indemnifying Party”) and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request (but, at a minimum, shall provide the following: (i) the amount of such Losses (which, in the case of Losses not yet incurred or paid may be the maximum amount reasonably likely to be incurred or paid), including a statement of the number of shares of Parent Common Stock representing such claim, and identifying the specific clause or clauses of this Agreement pursuant to which an Indemnified Party is entitled to indemnification, and (ii) specifying in respect reasonable detail (based upon the information then possessed) the facts and circumstances related to the breach and the individual items of such Losses arising out of, resulting from or in connection with such breach). The failure to provide such notice or any delay in providing it, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay (other than in the event that such notice is provided after the applicable time by which a claim must be made under this Agreement as provided in Section 8.1(b)). If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement (and if such Third Party Claim does not attempt to impose equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for 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 13.2be indemnified hereunder), the Indemnifying Party shall be entitled have the right, upon written notice to have sole control over the response to, defense and settlement Indemnified Party within 15 days of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies notice from the Indemnified Party of its election the commencement of such Third Party Claim, to so assume full control. In the event defense thereof at the expense of the Indemnifying Party does elect (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to so assume control, (a) the Indemnified Party. The Indemnifying Party shall be entitled to participate in liable for the response to such claim fees and to employ expenses of 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 employed by 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 period during which the Indemnifying Party to the Indemnified Party of its election has failed 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 claimthereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 8.4(b), the Indemnified Party shall have the sole control over right to assume the response defense of and to settle such claim as provided in this Section, Third Party Claim. If the Indemnifying Party may participate in assumes the defense of such response Third Party Claim at the Indemnifying Party’s sole cost and expense, the Indemnified Party shall have the right to respond employ separate counsel and to participate in the defense thereof, but the fees and defend the claim in expenses of such manner as it may deem appropriate, Indemnified Party’s counsel shall be at the reasonable cost and expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, who and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim, (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be bound by any settlementindemnified hereunder, or (D) could affect the liability of Parent, the Company or their Affiliates in periods not specifically addressed in such Third Party Claim. The Indemnifying Party shall promptly reimburse not be entitled to require that any action be made or brought against any other Person before action is brought or Claim is made against it hereunder by the Indemnified Party. (b) If any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (which in the case of Parent shall be in the form of an Officer’s Certificate) and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request (but, at a minimum, shall provide the following: (i) the amount of such Losses (which, in the case of Losses not yet incurred or paid may be the maximum amount reasonably likely to be incurred or paid), and identifying the specific clause or clauses of this Agreement pursuant to which an Indemnified Party is entitled to indemnification, (ii) specifying in reasonable detail (based upon the information then possessed) the facts and circumstances related to the breach and the individual items of such Losses arising out of, resulting from or in connection with such breach). The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII (other than in the event that such notice is provided after the applicable time by which a claim must be made under this Agreement as provided in Section 8.1(b)). If the Indemnifying Party does not notify the Indemnified Party within twenty days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference, which payment in the case of indemnification pursuant to Section 8.2 shall be made by pro rata and severally by forfeiture of shares of Parent Common Stock held in the Indemnity Escrow Fund and forfeiture of Parent Options by Consenting Optionholders. (c) At any time on or before the termination of the Indemnity Escrow Fund, upon receipt by the Escrow Agent of a certificate signed by any officer of Parent (an “Officer’s Certificate”): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, or the basis for such costs anticipated Liability, and expenses.the nature of the misrepresentation, breach of warranty or covenant to which such item is related and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request (but, at a minimum, shall provide the following: (i) the amount of such Losses (which, in the case of Losses not yet incurred or paid may be the maximum amount reasonably likely to be incurred or paid), including a statement of the number of shares of Parent Common Stock representing such claim, and identifying the specific clause or clauses of this Agreement pursuant to which an Indemnified Party is entitled to indemnification, and (ii) specifying in reasonable detail (based upon the information then possessed) the facts and circumstances related to the breach and the individual items of such Losses arising out of, resulting from or in connection with such breach), the Escrow Agent shall, subject to the provisions of Section 8.4(e) hereof, deliver to Parent out of the Indemnity Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Indemnity Escrow Fund having a value, determined in accordance with

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"i) 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 losses or 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) or becoming aware of any such loss; 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 (ii) 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 (x) no Indemnifying Party shall have the reasonable cost and expense right to assume control over the assertion of any claim, or the commencement of any action, in either case with respect to Taxes of the Indemnified Party, provided that the Indemnified Party shall not settle or resolve any such claim or action if doing would reasonably be expected to adversely impact the Indemnifying Party, including increasing the Indemnifying Party’s obligations pursuant to this Agreement, without the prior written consent of the Indemnifying Party, who which shall not be bound by any settlement. The unreasonably withheld, conditioned or delayed; and (y) 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, conditioned 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. 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 (a) If an event giving rise to indemnification under this Agreement occurs or is alleged and the Agreement party or parties entitled to receive the benefits of the indemnification provisions hereunder (the "Indemnified Aggrieved Party") of notice of asserts that a claim, party or of parties has become obligated to the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Aggrieved Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification Section 9.1 hereof (the "Indemnifying Party"), or if any suit, action, investigation, claim or proceeding (each a "Claim") is begun, made or instituted as a result of such claim in writing. No failure to so notify which the Indemnifying Party may become obligated to the Aggrieved Party hereunder, the Aggrieved Party shall give written notice to the Indemnifying Party, promptly after such Aggrieved Party has actual knowledge of any Claim as to which indemnity may be sought; provided, however, that the failure of any Aggrieved Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under the Agreement this Section 9.2 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 is materially prejudiced thereby. The Indemnifying Party will have the right, at its option and at its sole cost and expense, upon timely notice to have sole the Aggrieved Party, to assume control over of the response todefense (or otherwise contest or protect the Aggrieved Party against any such Claim) of any Claim by counsel of the Indemnifying Party's choice, defense and settlement of provided, however, such claim, provided that, within fifteen (15) days after receipt of such written notice, counsel is reasonably satisfactory to the Buyer. Failure by the Indemnifying Party notifies to notify the Indemnified Aggrieved Party of its election to so assume full control. In 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 event Indemnifying Party, shall be deemed a waiver by the Indemnifying Party does elect of its right to so assume controldefend such Claim. If the Indemnifying Party assumes the defense of any such Claim, (a) the Indemnified obligations of the Indemnifying Party as to such Claim shall be entitled limited to participate taking all steps necessary in the response to defense or settlement of such claim Claim resulting therefrom and to employ counsel holding the Aggrieved Party harmless to the extent required under Section 9.1 hereof, from and against any and all Losses caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such Claim resulting therefrom. The Aggrieved Party may participate, at its own expense to assist expense, in the handling defense of such claimClaim, (b) provided that the Indemnifying Party shall obtain direct and control the prior defense of such Claim. The Indemnifying Party shall not, in the defense of such Claim resulting therefrom, consent to entry of any judgment, except with the written approval consent of the Indemnified 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. All awards and costs payable by a third party to the Aggrieved Party or the Indemnifying Party shall belong to the Indemnifying Party. (which approval b) If the Indemnifying Party shall not be unreasonably withheld or delayed) before entering into assume the defense of any settlement of such claim or ceasing to Claim resulting therefrom, the Aggrieved Party may defend against such claim if Claim 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 in such Claim, but not in excess of the amounts required pursuant to Section 9.1, or cessation would cause injunctive relief shall deliver to be imposed against the Indemnified Aggrieved Party a surety bond in form and substance reasonably -61- 69 satisfactory to the Aggrieved Party, but not for more than the amounts required pursuant to Section 9.1, the Aggrieved Party may settle such Claim 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 Claim to the Indemnified Party's receipt extent provided in Section 9.1 hereof. 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 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 and of all expenses, legal or otherwise, incurred by the Aggrieved Party in the defense against such Claim, to the extent so required pursuant to Section 9.1 hereof.

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 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. (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 (a) In respect of a claim arising out of or involving a Loss by any Person against a Purchaser Indemnified Party or a Seller Indemnified Party (such person, an “Indemnified Party” and such claim a “Third Party Claim”), such Indemnified Party shall deliver a Claim Notice in respect thereof to Seller or Purchaser, as applicable (such person, the “Indemnifying Party”) with reasonable promptness after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") Party of notice of a claimthe Third Party Claim (and in any event within ten Business Days after becoming aware of such claims), or and shall provide the Indemnifying Party with (i) the specific subsection of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of Section 8.2 upon which the Indemnified Party will seek indemnification pursuant is basing its claim and, if applicable, the representation and warranty or covenant alleged to have been breached by the Indemnifying Party; (ii) a reasonably detailed description of the facts and circumstances giving rise to the Agreementclaim to the extent that such information is available to the Indemnified Party; and (iii) to the extent estimable, a good faith estimate of the total amount of, the Losses actually incurred or expected to be incurred by the Indemnified Party shall promptly notify the party that is obligated with respect to provide such indemnification (the "Indemnifying Party") of such claim in writing((i) through (iii) the “Claim Information”). No The failure to so notify timely deliver a Claim Notice, however, shall not release the Indemnifying Party shall relieve the Indemnifying Party from any of its obligations under the Agreement this Section 8 except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is materially prejudiced by such failure. Except A party’s consent to any settlement of a Third Party Claim shall not be used as provided evidence of the truth of the allegations in Section 13.2any Third Party Claim or the merits of such Third Party Claim. Furthermore, the existence of any Third Party Claim shall not create a presumption of any indemnification obligation of any party to this Agreement or any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. (b) The Indemnifying Party shall be entitled have the right, upon written notice 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 within [*] days 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 receipt 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 a Claim Notice from the Indemnified Party in connection with respect of such Third Party Claim, to assume the defense thereof at the expense of such claim prior the Indemnifying Party with counsel selected by the Indemnifying Party and 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 expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not expressly elect to assume sole control over the response to defense of such claim as provided Third Party Claim within the time period and otherwise in accordance with the first sentence of this SectionSection 8.3(b), the Indemnifying Indemnified Party may shall have the sole right to assume the defense of such Third Party Claim. The Party not controlling the defense of the Third Party Claim shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such response and counsel shall be at the expense of such party unless, in the opinion of outside counsel to the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, in which case the Indemnified Party shall have the right to respond employ counsel to represent it and in that event the reasonable documented out-of-pocket fees and expenses of such separate counsel shall be deemed to be Losses in the event that Indemnifying Party is deemed to be otherwise finally determined to be liable for Losses pursuant to such Claim Notice. (c) The Party not controlling the Third Party Claim (the “Non-Controlling Party”) shall reasonably cooperate with the Party controlling the Third Party Claim (the “Controlling Party”) in such defense and make available to the Controlling Party all witnesses, pertinent records, materials and information in the Non-Controlling Party’s possession or under the Non-Controlling Party’s control relating thereto as is reasonably required by the Controlling Party; provided, however, that such actions and cooperation by the Non-Controlling Party will not unduly disrupt the operations of the Non-Controlling Party’s business or cause the Non-Controlling Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to Third Parties or otherwise cause any confidential information of the Non-Controlling Party to become public. The Controlling Party shall not, without the prior written consent of the Non-Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim; provided, however, that, if an Indemnifying Party is proposing to enter into any settlement or compromise or consent to the entry of any monetary judgment with respect to such Third Party Claims, such consent of Indemnified Party shall not be required if (i) the Indemnifying Party agrees to pay or cause to be paid any amounts payable pursuant to such settlement, compromise or judgment (net of applicable baskets and deductibles set forth in Section 8.4) and such settlement, compromise or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party, (ii) such settlement, compromise or judgment includes no finding or admission of liability by or other obligation or equitable remedies on the part of the Indemnified Party with respect to such Third Party Claim, and (iii) such claim, settlement, compromise or judgment includes an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness, and shall provide the Indemnifying Party with the Claim Information and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 8 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters, including providing reasonable access to and defend copies of information, records and documents relating to such matters, furnishing employees to assist in the claim investigation, defense and resolution of such matters; provided, however, that such actions and cooperation by the Indemnified Party will not unduly disrupt the operations of the Indemnified Party’s business or cause the Indemnified Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to Third Parties or otherwise cause any confidential information of the Indemnified Party to become public. If the Indemnifying Party does not notify the Indemnified Party within 15 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such manner as it may deem appropriate, at the reasonable cost and expense Claim Notice shall be conclusively deemed a liability of the Indemnifying Party, who shall be bound by any settlement. The Party hereunder and the Indemnifying Party shall promptly reimburse indemnify the Indemnified Party for such costs Losses (or, in the case of any notice in which the Losses (or any portion thereof) are estimated, the amount of such Losses (or such portion thereof) as finally determined) subject to the limitations of this Section 8. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall indemnify the Indemnified Party for such Losses (or, in the case of any notice in which the Losses (or any portion thereof) are estimated, the amount of such Losses (or such portion thereof) as finally determined) subject to the limitations of this Section 8, without prejudice to or waiver of the Indemnified Party’s claim for the difference. If the Indemnifying Party contests the payment of all or part of the claimed amount, the Indemnifying Party and expensesthe Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to arbitration in accordance with the provisions of Section 10.8. (e) A Claim Notice shall with respect to Third Party Claims, include copies of material communications and documentation, any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, bill or other document evidencing or asserting the same. (f) To the extent the Indemnifying Party makes or is required to make any indemnification payment to the Indemnified Party, the Indemnifying Party will be entitled to exercise, and will be subrogated to, any rights and remedies (including rights of indemnity, rights of contribution and other rights of recovery) that the Indemnified Party or any of the Indemnified Party’s Affiliates may have against any other Person with respect to any Losses or circumstances to which such indemnification payment is directly or indirectly related. The Indemnified Party will take such actions as the Indemnifying Party may reasonably request for the purpose of enabling the Indemnifying Party to perfect or exercise the Indemnifying Party’s right of subrogation hereunder.

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 In the event of a claim with respect to which a Party is entitled to indemnification under the Agreement hereunder, such party (the "“Indemnified Party"”) shall notify the other party (“Indemnifying Party”) in writing as soon as practicable, but in no event later than fifteen (15) Days after receipt of such claim; provided that a delay in giving such notice shall not preclude the Indemnified Party from seeking indemnification hereunder if such delay has not materially prejudiced the Indemnifying Party’s ability to defend such claim. The Indemnifying Party shall promptly defend such claim (by counsel of its own choosing and reasonably satisfactory to the Indemnified Party) and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement and the reasonable out-of-pocket expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party), subject to the limitations on settlement described in Paragraphs 22.6.1 and 22.6.2 below. If the Indemnifying Party, within a reasonable time after 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 fails to defend the Indemnified Party will seek indemnification pursuant to the AgreementParty, 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 undertake the response to such claim and to employ counsel at its own expense to assist in the handling of such claimdefense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld compromise 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 at the Indemnified expense of, for the account and at the risk of the Indemnifying Party, and (c) . Upon the assumption by the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with of 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 settle or compromise such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriatesees fit; provided, at however, that anything in this Paragraph to 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.contrary notwithstanding:

Procedures. Promptly after receipt by Subject to Section 22.7, if any person third-party claim is alleged or entity asserted against a party entitled to indemnification under the Agreement this Article 22 (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 thereof shall be given to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification Provider (the "“Indemnifying Party"”) of as promptly as practicable. If, after 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 13.2notice, the Indemnifying Party shall be entitled acknowledge that the terms of the Agreement apply with respect 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, then the Indemnifying Party notifies shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party of its election to so assume full controlhandle and defend the same, at the Indemnifying Party’s sole cost and expense. In The Indemnifying Party shall assign separate counsel to itself and the Indemnified Party, at the Indemnifying Party’s sole cost and expense, in the event that the Indemnified Party considers there to be a conflict between the interests of the Indemnified Party and the Indemnifying Party does elect Party. Counsel assigned to so assume control, (a) the Indemnified Party shall be entitled to participate in counsel of the response to such Indemnified Party’s choosing. No settlement of a claim and to employ counsel at its own expense to assist in that involves a remedy other than the handling payment of such claim, (b) money by the Indemnifying Party shall obtain be entered into 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 claimwithheld. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlcontrol of the defense of any such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that claim. The Indemnified Party shall reasonably cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost and expense (except as otherwise would be the responsibility of the Indemnifying Party hereunder), participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. If the Indemnifying Party does not assume sole control over the response defense of a claim subject to such claim defense as provided in this SectionSection 22.6, the Indemnifying Party may participate in such response defense, at its sole cost and expense, 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 (a) The parties shall attempt settlement of each Dispute through good faith consultations. If no settlement can be reached through such consultations within sixty (60) days after receipt by any person or entity entitled to indemnification under either party has notified the Agreement (other party in writing of the "Indemnified Party") of notice existence of a claimDispute, or then either party may exercise its right to seek resolution 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 Dispute through mediation pursuant to the Agreementterms of Section 18.2(b). (b) If either party seeks resolution of the Dispute through mediation, 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 matter shall be entitled submitted to have sole control over JAMS for mediation. Either party may commence mediation by providing to JAMS and the response toother party a written request for mediation, defense setting forth the subject of the dispute and settlement of such claim, provided thatthe relief requested, within fifteen thirty (1530) days after receipt expiration of such written noticethe aforementioned sixty (60) day period. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the Indemnifying Party notifies the Indemnified Party of its election to so assume full controlmediation proceedings. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to The parties covenant that they will participate in the response to such claim mediation in good faith, and to employ counsel at that they will share equally in its own expense to assist costs. All offers, promises, conduct and statements, whether oral or written, made in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval course of the Indemnified Party (which approval mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be unreasonably withheld rendered inadmissible or delayednon-discoverable as a result of its use in the mediation. Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. Except for such an action to obtain equitable relief, neither party may commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or forty-five (45) before entering into days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil action, if the parties so desire. The provisions of this Section 18.2(b) may be enforced by any settlement Court of such claim or ceasing competent jurisdiction, and the party seeking enforcement shall be to defend against such claim if such settlement or cessation would cause injunctive relief an award of all costs, fees and expenses, including attorneys’ fees, to be imposed paid by the party against the Indemnified Party, and whom enforcement is ordered. (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 mediation specified in Section 18.2(b) fails, then either party may pursue any remedy available to such claim as provided it at law or 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 expensesequity.

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) All claims for indemnification by any Indemnified Person pursuant to this Article X shall be made in accordance with the provisions of this Article X and, to the extent applicable, the Escrow Agreement. 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 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 the party that is obligated to provide such indemnification Stockholders' Agent (as defined below) or Parent, as applicable (the "Indemnifying Party") of such claim thereof in writing. No , but any failure to so notify the Indemnifying Party shall not relieve it from any liability that it may have to the Indemnifying Party of its obligations under 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 failure. 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 defense of such action and to assume control of such defense with counsel reasonably acceptable to the Parent 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 such settlement or cessation would cause injunctive relief to be imposed against claim, and the Indemnified Party, and Party shall obtain the prior written approval of the Indemnifying Party before entering into any settlement of such claim provided that each such 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 as otherwise provided, 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 of that claimthereof. 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 Party for such Person therefor in accordance with the terms hereof. 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. (c) Following the Closing, the Indemnifying Party shall control the defense of any action relating to any federal, state or local tax audit, controversy or contest based upon, arising out of or resulting from any and all Taxes for which such party would be required to make an indemnification payment hereunder provided such Tax relates to any tax period or portion thereof ending on or before the Effective Date, provided, further, that if the outcome of the Tax audit, controversy or contest could, in the written opinion of tax counsel, have a Parent Material Adverse Effect or a Company Material Adverse Effect in respect of one or more Tax periods subsequent to the Effective Time, the consent of the Parent shall be required for the Indemnifying Party to take control of the defense of the audit, controversy or contest. In the event the consent of the Parent is required, such consent shall not be unreasonably withheld. In the event the Parent shall not grant such consent, the Parent shall consult with the Indemnifying Party during the contest and shall not settle the contest without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (d) For purposes of Sections 7.08(i), 708(ii), if applicable, and 10.03(c), Parent shall, upon reasonable notice, at any reasonable time and from time to time after the Effective Time (i) provide the Indemnifying Party, or as applicable, the Stockholders, reasonable access, during normal business hours, to requested historic books and records and historic tax data of the Company relating to the periods described in Sections 7.08 and 10.03, that are reasonably required in connection with Sections 7.08 or 10.03(c); and (ii) furnish, and request the Company's independent tax accountants and legal counsel to furnish, to the Indemnifying Party, or as applicable, the Stockholders, such additional tax and other information and documents in possession of such persons relating to the periods described in Sections 7.08 and 10.03 to the extent necessary to meet the Company's, the Stockholders' and/or the Indemnifying Party's obligations under such sections.

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 (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. Promptly after receipt by any person Subject to the limitation described in SECTION 10.3, an Event of Breach occurs or entity is alleged and the party or parties entitled to receive the benefits of the indemnification under the Agreement provisions hereunder (the "Indemnified PartyINDEMNIFIED PARTY") of notice of asserts that a claimparty or parties has become obligated to the Indemnified Party pursuant to SECTION 10.1 (the "INDEMNIFYING PARTY"), or of the commencement (or threatened commencement) of if any civilsuit, criminalaction, administrative or investigative action investigation, 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 to provide such indemnification (the "Indemnifying Party") of such claim in writing. No ; provided, that the failure to so promptly notify the Indemnifying Party shall does not relieve the Indemnifying Party of its obligations under hereunder except to the Agreement except extent it is materially prejudiced thereby. In case any claim is asserted or suit, action or proceeding commenced against an Indemnified Party, the Indemnifying Party will be entitled to participate therein, and, to the extent that it can demonstrate damages may wish, to assume the defense, conduct or prejudice attributable to such failure. Except as settlement thereof; 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 that such settlement is for the payment of money only, and does not impose any obligation or cessation would cause injunctive relief to be imposed against limitation on 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 from the Indemnifying Party to the Indemnified Party of its election so to assume full controlthe defense, conduct or settlement thereof, the Indemnifying Party shall will not be liable to the Indemnified Party for any further legal or other expenses subsequently incurred by such the Indemnified Party in connection with the defense of defense, conduct or settlement thereof unless the Indemnified Party has defenses that claimmay conflict with, or that may not be available to, the Indemnifying Party. If The Indemnified Party will reasonably cooperate with the Indemnifying Party does not assume sole control over the response to in connection with any such claim as provided in this Section, assumed by the Indemnifying Party may participate in such response and to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control. The Indemnified Party shall have will not consent to the right entry of a judgment or enter into any settlement with respect to respond to and defend the claim in such manner as it may deem appropriate, at matter without the reasonable cost and expense written consent of the Indemnifying Party, who shall Party (not to be bound by any settlementunreasonably withheld or delayed). The Indemnifying Party shall promptly reimburse will not consent to the entry of a judgment with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party for such costs and expensesfrom all liability with respect thereto, without the written consent of the Indemnified Party (not to be unreasonably withheld or delayed).

Procedures. Promptly after receipt by The indemnification contained in this Section 8.02 shall be implemented as follows: (1) Such indemnity shall extend to any person actual loss, cost, expense, liability, obligation or entity entitled to indemnification under the Agreement damage (the "Indemnified PartyLoss") incurred or suffered by the indemnified party, its officers, directors, shareholders, partners, members and managers, including reasonable fees and expenses of notice attorneys, technical experts and expert witnesses reasonably incident to the Adverse Consequences indemnified against. (2) The amount of a each payment claimed by an indemnified party to be owing and the basis for such claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving together with 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 list identifying to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2reasonably possible each separate item of Loss for which payment is so claimed, the Indemnifying Party shall be entitled set forth by such party in a statement delivered to have sole control over the response indemnifying party ("Claim Notice"). The amount claimed shall be paid by such indemnifying party as and to, defense and settlement of such claim, provided that, only to the extent required herein within fifteen (15) 30 days after receipt of such statement or after the amount of such payment has been finally established, whichever last occurs. (3) Promptly after notification to an indemnified party with respect to any claim or legal action or other matter that may result in a Loss for which indemnification may be sought under this Section 8.02, but in any event in time sufficient for the indemnifying party to contest any action, claim proceeding or other matter that has become the subject of proceedings before any court or tribunal, such indemnified party shall give written notice of such claim, legal action or other matter to the indemnifying party and, at the request of such indemnifying party, shall furnish the indemnifying party or its counsel with copies of all pleadings and other information with respect to such claim, legal action or other matter and shall, at the election of the indemnifying party made within 60 days after receipt of such notice, permit the Indemnifying Party notifies indemnifying party to assume control of such claim, legal action or other matter (to the Indemnified Party extent only that such claim, legal action or other matter relates to a Loss for which the indemnifying party is liable), including the determination of all appropriate actions, the negotiation of settlements on behalf of the indemnified party, and the conduct of litigation, through attorneys of the indemnifying party's choice; provided, however, that no such settlement can result in any liability or cost to the indemnified party without its election to so assume full controlconsent. In the event of such an election by the Indemnifying Party does elect indemnifying party to so assume control, (aA) any expense incurred by the indemnified party thereafter for investigation or defense of the matter shall be borne by the indemnified party, and (B) the Indemnified Party indemnified party shall be entitled give all reasonable information and assistance, other than pecuniary, that the indemnifying party shall deem necessary to participate in the response to such claim and to employ counsel at its own expense to assist in the handling proper defense of such claim, (b) legal action, or other matter. In 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 absence 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 controlan election, the Indemnifying Party shall not be liable indemnified party will use its best efforts 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 appropriatedefend, at the indemnifying party's expense, any claim, legal action or other matter to which such other party's indemnification under this Section 8.02 applies until the indemnifying party assumes such defense, and, if the indemnifying party fails to assume such defense within the time period provided above, settle the same in the indemnified party's reasonable cost and expense of discretion at the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesindemnifying party's expense.

Procedures. (i) Promptly after receipt the discovery by any person Parent Indemnitee or entity entitled to indemnification under the Agreement Company Indemnitee (the "each, an “Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilLoss or Losses, criminalclaim or breach, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek that might give rise to indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify deliver to the party that is obligated to provide such indemnification under this Agreement (the "“Indemnifying Party"”) a certificate (a “Claim Certificate”) that: (A) states 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 entitled to indemnification pursuant to this Agreement; and (B) specifies in reasonable detail, to the extent practicable and available, each individual item of Loss included in the amount so stated, 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 claim in writing. No failure item is related and, to so notify the extent computable, the computation of the amount to which such Indemnified Party claims to be entitled hereunder. (ii) If the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except objects to the extent that it can demonstrate damages indemnification of an Indemnified Party in respect of any claim or prejudice attributable to such failure. Except as provided claims specified in Section 13.2any Claim Certificate, the Indemnifying Party shall be entitled deliver a written notice to have sole control over such effect to the response to, defense and settlement of such claim, provided that, Indemnified Party within fifteen thirty (1530) days after receipt by the Indemnifying Party of such written noticeClaim Certificate. Thereafter, 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 be entitled attempt in good faith to participate in agree upon the response to such claim and to employ counsel at its own expense to assist in rights of the handling respective parties within thirty (30) days of receipt of such claim, (b) Claim Certificate with respect to each of such claims to which the Indemnifying Party shall obtain the prior written approval of has objected. If the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into and the Indemnifying Party agree with respect to 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 claims, the Indemnified Party, Party and (c) the Indemnifying Party shall promptly reimburse prepare and sign a memorandum setting forth such agreement and, if applicable, an instruction to the Escrow Agent. Should 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 and the Indemnifying Party fail to the Indemnified Party of its election agree as to assume full controlany particular item or items or amount or amounts, 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 then either party shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party entitled to pursue its available remedies for such costs and expensesresolving its claim for indemnification.

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 by any person (a) A Person or entity entitled Persons seeking indemnification pursuant to indemnification under the Agreement this Article X (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 or parties from which indemnification is obligated to provide such indemnification sought (the "Indemnifying Party") a written notice of claim promptly and in any event within thirty (30) days of the discovery of any Loss in respect of which the right to indemnification contained in this Article X may be claimed; provided, however, that the failure to give such notice within such period shall not result in the waiver or loss of any right to bring such claim in writing. No hereunder after such period, but any such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except liability to the extent that it can demonstrate damages the Indemnifying Party has been damaged or prejudice attributable to prejudiced by such failure. Except as provided However, neither AT&T nor BellSouth shall have any liability under this Article X or under this Agreement or otherwise for breach or inaccuracy of representation or warranty, unless a notice of claim or notice of the Indemnified Party's reasonable determination that a claim exists based on the existing facts and circumstances therefor is delivered by the Indemnified Party prior to the expiration of the survival period set forth in Section 13.211.03, if applicable. Any notice of claim shall set forth, to the extent known by the Indemnified Party at the time the claim is made, the representations, warranties, covenants, or agreements with respect to which the claim is made, the specific facts giving rise to and alleged basis for the claim and a good faith (but non-binding) estimate of the amount of liability asserted by reason of the claim. (b) Each Indemnified Party shall promptly notify the Indemnifying Party shall in writing of the making by a third person of any demand or claim against the Indemnified Party which, if determined adversely to the Indemnified Party or after the lapse of time would 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, grounds for indemnification by the Indemnifying Party notifies under this Article X (a "Third Party Claim"). Such notice shall contain factual information (to the extent known to the Indemnified Party) describing the Third Party Claim in reasonable detail and shall include copies of any notice or other document received from any third person, including any Governmental Authority, in respect of such Third Party Claim. Except as in Sections 10.03(a) and 11.03 with respect to survival, any delay on the part of the Indemnified Party of its election to so assume full control. In the event in notifying the Indemnifying Party does elect under this Section 10.03(b) shall not result in the waiver or loss of any right to so assume controlseek indemnification hereunder based on a Third Party Claim, but any such failure shall relieve the Indemnifying Party of liability to the extent the Indemnifying Party has been damaged or prejudiced by such failure. (ac) the Indemnified The Indemnifying Party shall be entitled to participate in the response defense of any Third Party Claim and, if it so chooses, to such claim and to employ assume the defense thereof with counsel at its own expense to assist in selected by the handling of such claim, (b) Indemnifying Party. Should 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 so elect 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 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 a Third Party to the Indemnified Party of its election to assume full controlClaim, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal or other costs or expenses 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 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 participate in the defense thereof and to and defend employ counsel (not reasonably objected to by the claim in such manner as it may deem appropriateIndemnifying Party), at its own expense, separate from the reasonable cost and counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense; provided, however, that the Indemnified Party shall be entitled to participate in with separate counsel satisfactory to Indemnifying Party at the expense of the Indemnifying PartyParty if in the reasonable written opinion of counsel provided to the Indemnified Party and the Indemnifying Parties, who a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Parties that would make such separate representation required by ethical considerations. If the Indemnifying Parties choose to defend a Third Party Claim, all the Indemnified Parties shall cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnifying Parties' request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Parties' prior written consent. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, (ii) releases the Indemnified Party completely in connection with such Third Party Claim and (iii) would not otherwise adversely affect the Indemnified Party in any material respect. (d) Notwithstanding anything to the contrary contained in this Article X, an Indemnified Party shall cooperate with the Indemnifying Party to obtain the benefits of any insurance coverage owned by the Indemnifying Party for any Third Party Claims that may be in effect. Nothing contained herein shall obligate any party to obtain, continue, or preserve at any time any insurance coverage for any period. (e) The amount of any Losses of any Person under this Article X shall be bound reduced by the amount, if any, received by the Indemnified Party from any settlementthird party (including, without limitation, any insurance company or other insurance provider (such amount being referred to herein as a "Third Party Reimbursement")), in respect of the Losses suffered thereby. The If, after receipt by an Indemnified Party of any indemnification payment hereunder, such person receives or becomes entitled to receive a Third Party Reimbursement in respect of the same Losses for which indemnification was made and such Third Party Reimbursement was not taken into account in assessing the amount of indemnification, then the Indemnified Party shall turn over all of such Third Party Reimbursement to the Indemnifying Party up to the amount of the indemnification paid pursuant hereto. (f) Purchaser, AT&T and BellSouth shall cooperate with one another with respect to resolving any claim or liability with respect to which any party is obligated to indemnify another party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. In the event that Purchaser, AT&T or BellSouth shall fail to make such commercially reasonable efforts, then notwithstanding anything else to the contrary contained herein, the applicable Indemnifying Party shall promptly reimburse not be required to indemnify any Person for any Loss that could reasonably be expected to have been avoided if Purchaser, AT&T or BellSouth, as the Indemnified Party for case may be, had made such costs and expensesefforts.

Procedures. Promptly after receipt by any person or entity Whenever a claim shall arise for indemnification under this Section 10.2, 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 A. In the event that any Legal Proceeding shall be threatened or instituted in respect to which indemnification may be sought by any person or entity entitled to indemnification one party hereto from another party under the Agreement provisions of this Article 6, the party seeking indemnification (the "Indemnified Party"“Indemnitee”) shall, reasonably promptly after acquiring actual knowledge of such threatened or instituted Legal Proceeding, cause written notice in reasonable detail of a claimsuch threatened or instituted Legal Proceeding covered by this indemnification, 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 be forwarded to the Agreementother party from which indemnification is being sought (“Indemnitor”); provided, however, that the Indemnified Party shall promptly notify the party that is obligated failure to provide such notice as of any particular date as aforesaid will not affect any rights to indemnification (hereunder, except to the "Indemnifying Party") extent, and only to such extent, that such failure to provide such notice actually and materially prejudices the Indemnitor’s ability to adequately defend such Legal Proceeding or actually and materially increases the amount of Purchaser’s or Seller’s Losses, as applicable. In the case of any Loss not involving a Legal Proceeding, the Indemnitee shall, reasonably promptly after acquiring actual knowledge of such claim Loss, cause written notice in writing. No reasonable detail of such Loss covered by this indemnification, to be forwarded to the Indemnitor; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party provide such notice as of its obligations under the Agreement any particular date as aforesaid will not affect any rights to indemnification hereunder, except to the extent that it can demonstrate damages such failure to provide notice actually and materially increases the amount of Purchaser’s or prejudice attributable to such failure. Except Seller’s Losses, 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. applicable. B. In the event of the Indemnifying Party does elect initiation of any Legal Proceeding against an Indemnitee by a third party, the Indemnitor shall have the right after the receipt of the notice described in Section 6.4(A), at its expense, to appoint counsel to represent Indemnitee, which shall be reasonably satisfactory to the Indemnitee, and (subject to Section 6.4(C)) to defend against, negotiate, settle or otherwise deal with any Legal Proceeding or demand that relates to any Purchaser’s Losses or Seller’s Losses, as the case may be, indemnified against hereunder, and, in such event, the Indemnitee will reasonably cooperate with the Indemnitor and its representatives in connection with such defense, negotiation, settlement or dealings (and the Indemnitee’s reasonable costs and expenses arising therefrom or relating thereto shall constitute Purchaser’s Losses, if the Indemnitee is the Purchaser, or Seller’s Losses, if the Indemnitee is the Seller Group); provided, however, that the Indemnitor shall actively and diligently defend the Indemnitee; and provided further that the Indemnitee may directly participate in any such Legal Proceeding so defended with counsel of its choice at its own expense, subject to the Indemnitor’s right to control the defense for which it bears the expense. If the Indemnitor fails to take reasonable steps necessary to defend diligently such third party claim within 10 Business Days after receiving written notice from the Indemnitee that the Indemnitee reasonably believes the Indemnitor has failed to take such steps or if the Indemnitor has not undertaken fully to indemnify the Indemnitee in respect of all such Purchaser’s or Seller’s Losses, as the case may be, relating to the matter and as required hereunder, the Indemnitee may assume controlits own defense, and, in such event (a) the Indemnified Party shall Indemnitor will be entitled to participate responsible for all Purchaser’s or Seller’s Losses, as the case may be, reasonably paid or incurred in the response to such claim connection therewith, and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain Indemnitor shall, in any case, reasonably cooperate, at its own expense, with the Indemnitee and its representatives in connection with such defense. C. Without the prior written approval consent of the Indemnified Party (Indemnitee, which approval shall not be unreasonably withheld or delayed) before entering withheld, the Indemnitor will not enter into any settlement of such any third party claim that would lead to liability or ceasing create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to defend against such claim indemnification hereunder or which would otherwise adversely affect the Indemnitee, the Assets or the Business. D. An Indemnitee shall use commercially reasonable efforts to pursue and collect any amounts payable under insurance policies on account of Purchaser’s Losses (if such settlement the Indemnitee is the Purchaser) or cessation would cause injunctive relief Seller’s Losses (if the Indemnitee is the Seller Group), but only if doing so will not result in (a) an increase of greater than 10% in premiums due then or in the future to be imposed against procure comparable insurance or an increase in deductibles of greater than 10%; or (b) a decrease of greater than 10% in the Indemnified Party, and levels of insurance or a change in the risks insured against; or (c) prejudice to the Indemnifying Party Indemnitee’s claims or rights to indemnification hereunder. E. After any final judgment or award shall promptly reimburse have been rendered by a Governmental Entity of competent jurisdiction, or a settlement shall have been consummated, or the Indemnified Party for any legal expenses reasonably incurred Indemnitee and the Indemnitor shall have arrived at a mutual agreement with respect to each separate matter alleged to be indemnified by the Indemnified Party in connection Indemnitor hereunder, the Indemnitee shall forward to the Indemnitor notice of any sums due and owing by it with respect to such matter, and the defense Indemnitor shall pay all of the sums so owing to the Indemnitee by wire transfer or certified or bank cashier’s check within 10 Business Days after the date of such claim notice. Any and all Purchaser’s Losses or Seller’s Losses, other than those described in the preceding sentence (including Purchaser’s Losses or Seller’s Losses incurred in the absence of any threatened or pending Legal Proceeding, or Purchaser’s Losses or Seller’s Losses incurred after any such Legal Proceeding has been threatened or instituted but prior to the Indemnified Party's receipt rendering of any final judgment or award in connection therewith), shall be paid by the Indemnitor on a current basis, and, without limiting the generality 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 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 Indemnitee shall have the right to respond to and defend invoice the claim in Indemnitor for such manner Purchaser’s Losses or Seller’s Losses, as the case may be, as frequently as it may deem deems appropriate, at and the reasonable cost and expense amount of any such Purchaser’s Losses or Seller’s Losses, as the Indemnifying Partycase may be, who which are described or listed in any such invoice shall be bound paid to the Indemnitee, by wire transfer or certified or bank cashier’s check, within 10 Business Days after the date of such invoice. Notwithstanding the foregoing, the Purchaser’s claims for indemnification pursuant to this Article 6 shall be satisfied from the Holdback Amounts, from any settlement. The Indemnifying Party shall promptly reimburse other amounts that may then be owing from the Indemnified Party for Purchaser to the Seller Group under Section 2.2 (e), (f), (g) or (h), and then, to the extent those funds are insufficient to pay all such costs and expensesclaims, directly by the Seller Group pursuant to this Section 6.4.

Procedures. 12.3.1 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. 12.3.2 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. 12.3.3 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. 12.3.4 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 any person or entity entitled to 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 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 this Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.215.2, 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, : (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, (bii) 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 (ciii) 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 (a) A party that is entitled to indemnification under Section 8.2 or 8.3 is referred to herein as the Agreement (the "“Indemnified Party") of notice of ” and 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 (under Section 8.2 or 8.3 is referred to herein as the "“Indemnifying Party"”. In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss by or a claim or demand made by any Person (including a Governmental Authority) of against the Indemnified Party (a “Third Party Claim”), such claim in writing. No failure Indemnified Party shall deliver notice thereof to so notify the Indemnifying Party against whom indemnity is sought with reasonable promptness after receipt by such Indemnified Party of written notice of the Third Party Claim and shall relieve provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under the Agreement this Article VIII 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 . (b) If the Indemnifying Party acknowledges in Section 13.2writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall be entitled have the right, upon written notice to have sole control over the response to, defense and settlement Indemnified Party within 15 days of receipt of notice from the Indemnified Party of the commencement of such claimThird Party Claim, provided thatto assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, within fifteen (15) days after receipt however, that the Indemnifying Party will not have the right to assume or continue control of such written noticedefense if the claim (1) seeks non-monetary relief, (2) involves criminal allegations, or (3) involves a claim which, upon reasonable determination by the Indemnified Party, the Indemnifying Party notifies the Indemnified Party of its election failed or is failing to so assume full controldiligently prosecute or defend. In the event the The Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in liable for the response to such claim fees and to employ expenses of 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 employed by 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 period during which the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall has not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with assumed the defense of that claimthereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 8.4(b) or is barred from assuming or continuing such defense by this Section 8.4(b), the Indemnified Party shall have the sole control over right to assume the response defense of and to settle such claim as provided in this Section, Third Party Claim. If the Indemnifying Party may participate in assumes the defense of such response and Third Party Claim, the Indemnified Party shall have the right to respond employ separate counsel and to participate in the defense thereof, but the fees and defend the claim in expenses of such manner as it may deem appropriate, counsel shall be at the reasonable cost expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in each such case, the fees and expenses of such counsel shall be at the expense of the Indemnifying Party). If the Indemnifying Party assumes the defense of any Third Party Claim, who the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim. (c) The indemnification required hereunder in respect of a Third Party Claim shall be bound made by any settlement. prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party. (d) The Indemnifying Party shall promptly reimburse not be entitled to require that any Action be made or brought against any other Person before Action is brought or claim is made against it hereunder by the Indemnified Party. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 10 Business Days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (f) Notwithstanding the provisions of Section 10.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such costs Action or the matters alleged therein and expensesagrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. (a) Promptly (and in any event within 10 days after receipt by the service of any person citation or entity entitled to indemnification under summons) after acquiring knowledge of any Claim for which one of the Agreement Parties hereto (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 may seek indemnification pursuant to the Agreement, the Indemnified against another Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure pursuant to so notify this Article XII, the Indemnified Party shall give written notice thereof to the Indemnifying Party Party. Failure to provide notice shall not relieve the Indemnifying Party of its obligations under the Agreement this Article XII 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 demonstrates actual damage caused by that failure. The Indemnifying Party notifies shall have the right to assume the defense of any Claim with counsel reasonably acceptable to the Indemnified Party upon delivery of its election notice to so assume full controlthat effect to the Indemnified Party. In the event If the Indemnifying Party does elect to so assume controlParty, (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 after 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 notice from the Indemnified Party, and (c) fails to take timely action to defend the Indemnifying Party shall promptly reimburse action resulting from 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 controlClaim, 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 appropriateaction resulting from the Claim by counsel of its own choosing, but at the reasonable cost and expense of the Indemnifying Party. Except as provided in Section 12.01 with regard to ▇▇▇▇▇ ▇▇▇▇▇▇▇, who the indemnified Party shall be bound by have the right to settle or compromise any settlementClaim against it, and, as the case may be, recover from the Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Indemnifying Party and the Indemnifying Party has failed to take timely action to defend the same. The Indemnifying Party shall promptly reimburse have the right to settle or compromise any claim against the Indemnified Party without the consent of the Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Indemnified Party and require the payment of monetary damages only. (b) Upon its receipt of any amount paid by the Indemnifying Party pursuant to this Article XII, the Indemnified Party shall deliver to the Indemnifying Party such costs documents as it may reasonably request assigning to the Indemnifying Party any and expensesall rights, to the extent indemnified, that the Indemnified Party may have against third parties with respect to the Claim for which indemnification is being received.

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 who 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 from which the Indemnified Party 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 five 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 it can demonstrate damages the Indemnified Party's failure has materially prejudiced the Indemnifying Party's ability to defend the claim or prejudice attributable 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 failurea claim without obtaining a release of the Indemnified Party from all liability in respect of such claim or litigation. Except as provided in Section 13.2, If the Indemnifying Party shall be entitled to have sole control over not assume the response todefense of any such claim or litigation resulting therefrom, defense and settlement of such claimor if injunctive relief is sought against the Indemnified Party, 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 controlmay defend against or settle such claim or litigation in such manner as it may deem appropriate. In the event the The Indemnifying Party does elect to so assume controlshall promptly reimburse the Indemnified Part for the amount of all expenses, (a) legal or otherwise, incurred by the Indemnified Party shall be entitled to participate in connection 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 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 such litigation If no settlement of the claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partylitigation is made, and (c) 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 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.