Common use of Defense of Claims Clause in Contracts

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking indemnification Except as otherwise set forth in the last sentence of this Section 9.6, in connection with any claim which may give rise to indemnity under this Article IX shall give written notice to 9 resulting from or arising out of any claim or Action against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In relevant Indemnitee, assume the defense of any such claim or Action, to the extent that regardthe claim or Action relates only to monetary damages and not the Transferred Assets or the ability to exploit the Transferred Assets, if any Proceeding shall be brought or asserted by any third party whichand such Indemnifying Party provides assurances, if adversely determinedreasonably satisfactory to such Indemnitee, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an in full if such claim or Action is decided adversely. The Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding (claim or Action, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control shall have assumed the defense of a Proceedingany claim or Action in accordance with this Section 9.6, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense authorized to consent to a settlement of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect arising from, any such claim or Action, to the matter extent that the settlement or enter into any settlement with respect to judgment requires only the matter which judgment payment of monetary damages, includes no injunctive provisions or settlement does not release performance requirements of Indemnitee and includes no admission of guilt or liability. Or in the other alternative, the Indemnifying Party from all liability to the third party with respect thereto without the will seek consent of the other Party, Indemnitee (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (it but not control) the defense of any such action, with its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Action being understood defended by the Indemnifying Party pursuant to this Section 9.6. If the Indemnifying Party does not assume the defense of any claim or Action resulting therefrom in accordance with the terms of this Section 9.6, or the Indemnifying Party does not acknowledge to the Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the Parties) or the Indemnifying Party does not provides assurances, reasonably satisfactory to such Indemnitee, that the extent to which any Indemnifying Party will be obligated financially able to pay for Damages resulting from satisfy such matter claim in full if such claim or Action is decided adversely, such Indemnitee may defend against such claim or Action in such manner as compared to it may deem reasonably appropriate at the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry cost of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentParty.

Defense of Claims. An Subject to the provisions hereinafter stated, in case any such action shall be brought against an Indemnified Person seeking indemnification under this Article IX shall give written notice to Party, the Indemnifying Party of the facts and circumstances giving rise shall be entitled to participate therein, and, to the claim. In extent that regardit shall elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, if any Proceeding shall be brought or asserted by any third party whichentitled to assume the defense thereof, if adversely determined, would entitle the with counsel reasonably satisfactory to such Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify Party. After notice from the Indemnifying Party of the same in writing, specifying in detail the basis of to such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Indemnified Party of its obligations hereunder except election to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding thereof (unless it has failed to assume the defense thereof and shall consult with the Indemnified Person with respect thereto), including the employment of appoint counsel reasonably satisfactory to the Indemnified Person and Party, in each case within a reasonable time after notice of commencement of the payment action), such Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that if (i) there exists or shall exist a conflict of expenses; provided interest that would make it inappropriate, in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle reasonable opinion of counsel to the Indemnified Person Party, for the same counsel to full indemnity pursuant to this Article IX, represent both the Indemnified Person may elect to participate in the joint defense of Party and such Proceeding Indemnifying Party or any affiliate or associate thereof, (a "Joint Defense Proceeding"ii) for which the expenses of such joint defense will be shares equally by such parties and the employment of separate counsel shall be reasonably satisfactory to both parties. If the Indemnifying for such Indemnified Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed been authorized in writing by one of the Indemnifying Party in any connection with the defense of such action and to participate or (iii) the Indemnifying Party does not diligently defend the action after assumption of the defense in the defense thereofreasonably opinion of such Indemnified Party, but then in each case the Indemnified Party shall be entitled to retain its own counsel (who shall not be the same as the opining counsel) at the expense of such Indemnifying Party; provided, however, that no Indemnifying Party shall be responsible for the fees and expenses of such more than one separate counsel employed by (together with appropriate local counsel) for all Indemnified Parties, which, counsel, in the Indemnified Person shall be at the expense case of the Indemnified Person Parties described in Section 5(a), shall be designated by Holders of the majority-in-interest of the then outstanding Registrable Securities, and, in the case of the Indemnified Parties described in Section 5(b), shall be designated by the Company. In no event shall any Indemnifying Party be liable in respect of any amounts paid in settlement of any action unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) shall have approved the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry terms of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which such settlement; provided that such consent shall not be unreasonably withheld (it being understood that withheld. No Indemnifying Party shall, without the extent to prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party will be obligated to pay for Damages resulting is or could reasonably have been a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentproceeding.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX The Lessee or its insurers shall give written notice have the right (in each such case at the Lessee's sole expense) to investigate or, provided that (i) the Indemnifying Party Lessee or its insurers shall not reserve the right to dispute liability with respect to any insurance policies pursuant to which coverage is sought, (ii) in the case of the facts Lessee, no Event of Default shall have occurred and circumstances giving rise be continuing and (iii) the Lessee shall have first acknowledged in writing to such Indemnitee the Lessee's obligation to indemnify such Indemnitee hereunder in respect of such claim. In that regard, if defend any Proceeding shall be brought or asserted claim covered by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity insurance for which indemnification is sought pursuant to this Article IX, the Indemnified Person 9 and each Indemnitee shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult cooperate with the Indemnified Person Lessee or its insurers with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party whichprovided, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXfurther, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will Lessee shall not be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects entitled to assume and control the defense of any such claim if and to the extent such Indemnitee reasonably objects to such control on the ground that an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice policy of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed insurance maintained by the Indemnifying Party in any such action and to participate in Lessee undertake the defense thereofof an Indemnitee with respect to such a claim, but the no additional legal fees and or expenses of such counsel employed Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Indemnified Person shall be at Lessee or its insurers pursuant to the expense preceding provisions, provided that such party's participation does not, in the opinion of the Indemnified Person unless (a) the employment thereof has been specifically authorized independent counsel appointed by the Indemnifying Party Lessee or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personthis Section 9.06. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or No Indemnitee shall enter into any settlement or other compromise with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto any claim described in this Section 9.06 without the prior written consent of the other PartyLessee, which consent shall not unreasonably be unreasonably withheld (it being understood that the extent or delayed, unless such Indemnitee waives its right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement indemnified under this Article 9 with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentclaim.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding The Bank shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person entitled to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same participate in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult any Claim relating to an Indemnifiable Event or to assume the defense thereof, with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Indemnitee; provided that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Bank to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Bank or any subsidiary of the Bank and (B) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Bank or any subsidiary of the Bank or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Bank’s expense. The Bank shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Bank’s prior written consent. The Bank shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of expensesmoney and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Bank nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that in the event Indemnitee may withhold consent to any Proceeding shall be brought or asserted settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXCalifornia law, the Indemnified Person may elect to participate in the joint defense Bank’s assumption of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it Claim pursuant to this Section 14 will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed constitute an irrevocable acknowledgement by the Indemnifying Party Bank that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed connection therewith are indemnifiable by the Indemnified Person shall be at the expense Bank under Section 2 of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentthis Agreement.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if case any Proceeding legal action shall be brought commenced or asserted by any third party which, if adversely determined, would entitle threatened (provided that in the case of a threatened legal action the Indemnified Person Party believes in good faith that an indemnifiable Loss is likely to indemnity pursuant to this Article IXoccur) against an Indemnified Party which could result in a Loss, the Indemnified Person Party shall within thirty (30) days promptly notify the Indemnifying Party of the same in writing. After receipt of any such notice, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve have the Indemnifying Party right, exercisable by written notice of its obligations hereunder except exercise to the extent such failure shall have harmed Indemnified Party promptly after receipt of the Indemnifying Party. The Indemnifying Partynotice provided for in the next preceding sentence, if it so elects, shall (A) to participate in and (B) assume (and control control) the defense of such Proceeding (action, at its own expense and shall consult with the Indemnified Person with respect thereto)its own counsel, including the employment of provided such counsel reasonably is satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesParty. If the Indemnifying Party elects to assume and control the defense of a Proceedingsuch action, it will provide notice thereof within thirty (30) days after the Indemnifying Party shall keep the Indemnified Person has given notice Party informed of the matter all material developments and if events relating to such Proceeding is not a Joint Defense Proceeding, the action. The Indemnified Person Party shall have the right to employ counsel separate from counsel employed by participate in (but not control) the Indemnifying Party in defense of any such action and to participate in the defense thereofaction, but the fees and expenses of such counsel employed for the Indemnified Party shall be at its own expense except as set forth in the following sentence. The Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Person Party if (i) the Indemnified Party shall be have retained such counsel due to actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, (ii) the Indemnifying Party shall not elect to assume the defense of the action, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party to handle the defense of the action at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by Indemnifying Party. In no event will the Indemnifying Party in writing be liable for any settlement or (b) admission of liability with respect to any action without its prior written consent, which shall not be unreasonably withheld, but if settled with such consent, the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory shall be liable therefor, subject to the Indemnified Personlimitations set forth in this Section 9. Neither the Indemnified Person nor the The Indemnifying Party may consent not settle any liability or claim subject to the entry of any judgment with respect indemnification pursuant to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto this Section 9 without the consent of the other Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, which consent and shall not be unreasonably withheld (it being understood that construed as a waiver of its right to deny the extent obligation to which any Party will be obligated to pay for Damages resulting from such matter indemnify the Indemnified Party. The giving of notice, as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement above provided, of a Joint Defense Proceeding may loss, damage, cost or expense claimed to be effected without indemnifiable hereunder, to exercise the consent right, as the same is provided (and limited) herein, to participate in and assume control of both parties. If there the defense against such claim, shall be a settlement prerequisite to which any obligation to indemnify; provided, however, that the Indemnifying Party consents Indemnified Party’s rights pursuant to this Section 9 shall not be forfeited by reason of a failure to give such notice or to cooperate in the defense to the extent such failure does not have a final judgment for the plaintiff in any Proceeding, material and adverse effect on the defense of which such matter. Notwithstanding any of the Indemnifying Party elected to assumeabove, the Indemnifying Party Parent shall indemnify the Indemnified Person with respect have control of any action arising from a tax claim to the settlement or judgmentextent such claim is reflected on Parent’s tax returns.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding The Company shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and entitled to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing any Claim relating to an Indemnifiable Event or (b) the Indemnifying Party has failed to assume the defense and employ thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) the Indemnified Personuse of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include the Company or any subsidiary of the Company and Indemnitee and Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Company’s expense; provided that any counsel chosen by Indemnitee shall agree to comply with the Company’s outside counsel guidelines, as in effect at the time of the engagement of such counsel, with respect to any matter for which indemnification is sought under this Agreement. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Indemnified Person Company nor the Indemnifying Party may Indemnitee shall unreasonably withhold its or his or her consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter)proposed settlement; provided that no Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of a Joint Defense Proceeding may be effected without Indemnitee. To the consent fullest extent permitted by Nevada law, the Company’s assumption of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the Indemnifying Party elected to assume, Company that any Expenses incurred by or for the Indemnifying Party shall indemnify account of Indemnitee in connection therewith are indemnifiable by the Indemnified Person with respect to the settlement or judgmentCompany under Section 2.

Defense of Claims. An Indemnified Person seeking Each party entitled to indemnification under this Article IX Section 6.1 or 6.2 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of the facts any claim as to which indemnity may be sought, and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the same in writingIndemnifying Party, specifying in detail who shall conduct the basis defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the facts pertaining thereto; Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to so notify an Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Indemnified Party of its obligations hereunder except under the Agreement unless the failure to give such notice is materially prejudicial to an Indemnified Party’s ability to defend such action. Notwithstanding the extent such failure shall have harmed foregoing, however, (i) if the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume Indemnified Party reasonably determines that there may be a conflict between the position of the Indemnified Party and control of the Indemnified Party in connection with the defense of such Proceeding (and shall consult with the action, suit, investigation, inquiry or other proceeding or that there may be legal defenses available to such Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory Party different from or in addition to those available to the Indemnified Person and Party, then counsel for the payment of expenses; provided that in the event any Proceeding Indemnified Party shall be brought or asserted entitled to conduct a defense to the extent reasonably determined by any third party which, if adversely determined, would not entitle such counsel to be necessary to protect the interest of the Indemnified Person to full indemnity pursuant to this Article IXParty, and (ii) in any event, the Indemnified Person may elect Party shall be entitled to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally have counsel chosen by such parties and Indemnified Party participate in, but not to conduct, the employment of counsel shall be reasonably satisfactory to both partiesdefense. If the Indemnifying Party elects to assume and control No Indemnified Party, in the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in claim or litigation, shall, except with the defense thereofconsent of each Indemnified Party, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement that does not include as a unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents claim or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentlitigation.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding The Company shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person entitled to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same participate in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult any Indemnifiable Claim or to assume the defense thereof, with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expensesIndemnitee; provided that in the event any Proceeding shall be brought or asserted if Indemnitee believes, after consultation with counsel selected by any third party whichIndemnitee, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless that: (a) the employment thereof has been specifically authorized use of counsel chosen by the Indemnifying Party in writing Company to represent Indemnitee would present such counsel with an actual or potential conflict; (b) the Indemnifying Party has failed named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company; or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. Notwithstanding the foregoing, the Company will not be entitled to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent Indemnifiable Claim as to which any Party will be obligated to pay Indemnitee has reasonably made the conclusion provided for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matterSection 1.14(b); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Person seeking indemnification under this Article IX Party”) shall give promptly notify the other party (the “Indemnifying Party”) in writing of the claim and, when known, the facts constituting the basis for such claim. The Indemnifying Party may, upon written notice to the Indemnifying Indemnified Party within 30 calendar days of receipt of the facts and circumstances giving rise to notice specified in the claim. In that regardfirst sentence of this paragraph, assume the defense of any such claim if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party acknowledges to the Indemnified Party the Indemnified Party’s right to indemnify pursuant hereto in respect of the same in writing, specifying in detail the basis entirety of such claim. If the Indemnifying Party assumes the defense of any such claim, the Indemnifying Party shall select counsel acceptable to the Indemnified Party to conduct the defense of such claim, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party shall have assumed the defense of any claim and in accordance with this Section 13(b), the facts pertaining theretoIndemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnified Party; provided provided, however, that (i) the failure Indemnifying Party shall pay or cause to so notify an be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) the Indemnifying Party shall not relieve be authorized to encumber any of the Indemnifying assets of the Indemnified Party of its obligations hereunder except or to agree to any restriction that would apply to the extent Indemnified Party or to its conduct of business; and (iii) a condition to any such failure settlement shall have harmed be a complete release of the Indemnified Party with respect to such claim which contains no admission of liability on the part of the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its own counsel and at the expense of the Indemnifying Party. The Indemnified Party shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party, if it so elects, shall assume and control Party in the defense of such any claim or Proceeding (and shall consult with being defended by the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity Indemnifying Party pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesSection 14(b). If the Indemnifying Party elects to does not assume and control the defense of a Proceedingany claim resulting therefrom in accordance with the terms of this Section 13(b), it will provide notice thereof within thirty (30) days after the Indemnified Person has given Party may defend against such claim in such manner as it may deem appropriate, including settling such claim after giving notice of the matter and if same to the Indemnifying Party, on such Proceeding is not a Joint Defense Proceeding, terms as the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentdeem appropriate.

Defense of Claims. An Indemnified Person seeking After receipt by CORE or Purchaser of notice of the existence of any claim made or threatened by a third party, to which the indemnification under this Article IX obligations hereunder apply, CORE shall give written notice thereof to Seller and Transcend, but the omission to so notify Seller and Transcend will not relieve Seller and Transcend from any liability except to the Indemnifying Party extent that Seller and Transcend shall have been materially prejudiced as a result of the facts failure in giving such notice. Such notice shall state the information then available regarding the amount and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis nature of such claim and shall specify the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party provision or provisions of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for Agreement under which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesliability or obligation is asserted. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty twenty (3020) days after the Indemnified Person has given receiving such notice, Seller or Transcend gives written notice of the matter to CORE stating that it disputes and if intends to defend against such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right claim at Seller's or Transcend's own cost and expense (subject to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, CORE which consent shall not be unreasonably withheld (it being understood that the extent to but which any Party will consent may be obligated conditional upon bonding or other evidence of ability to pay for Damages resulting from upon a judgment) provided Seller's or Transcend's counsel in such matter defense is acceptable to CORE, then CORE shall make no payment on such claim as compared long as Seller or Transcend is conducting a good faith and diligent defense. Notwithstanding anything herein to the other Party contrary, CORE and Purchaser shall at all times have the right to participate fully in such defense at CORE's and Purchaser's own expense directly or through counsel; provided, however, if the named parties to the action include both (i) either Seller or Transcend and (ii) Purchaser or CORE and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of one separate counsel for CORE or Purchaser shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiespaid by Seller and Transcend. If there no timely notice of intent to dispute and defend is given by Seller or Transcend, or if such diligent good faith defense is not being or ceases to be conducted, after written notice to Transcend and Seller and the failure of Seller and Transcend to initiate or conduct such a defense within twenty (20) days after such notice, CORE, at the expense of Transcend and Seller, shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, undertake the defense of which such claim, liability or expense, and shall have the Indemnifying Party elected right to assumecompromise or settle the same. If such claim, the Indemnifying Party liability or expense is one that by its nature cannot be defended solely by Transcend or Seller then CORE and Purchaser shall indemnify the Indemnified Person make available all information and assistance that Transcend or Seller may reasonably request and shall cooperate with respect to the settlement Transcend or judgmentSeller in such defense; provided, Transcend or Seller shall reimburse CORE and Purchaser for their costs and expenses in providing such assistance.

Defense of Claims. An Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Person seeking indemnification under this Article IX Party") shall give promptly notify the other party (the "Indemnifying Party") in writing of the claim and, when known, the facts constituting the basis for such claim. The Indemnifying Party may, upon written notice to the Indemnifying Indemnified Party within 30 calendar days of receipt of the facts and circumstances giving rise to notice specified in the claim. In that regardfirst sentence of this paragraph, assume the defense of any such claim if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party acknowledges to the Indemnified Party the Indemnified Party's right to indemnify pursuant hereto in respect of the same in writing, specifying in detail the basis entirety of such claim. If the Indemnifying Party assumes the defense of any such claim, the Indemnifying Party shall select counsel acceptable to the Indemnified Party to conduct the defense of such claim, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party shall have assumed the defense of any claim and in accordance with this Section 13(b), the facts pertaining theretoIndemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnified Party; provided provided, however, that (i) the failure Indemnifying Party shall pay or cause to so notify an be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) the Indemnifying Party shall not relieve be authorized to encumber any of the Indemnifying assets of the Indemnified Party of its obligations hereunder except or to agree to any restriction that would apply to the extent Indemnified Party or to its conduct of business; and (iii) a condition to any such failure settlement shall have harmed be a complete release of the Indemnified Party with respect to such claim which contains no admission of liability on the part of the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its own counsel and at the expense of the Indemnifying Party. The Indemnified Party shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party, if it so elects, shall assume and control Party in the defense of such any claim or Proceeding (and shall consult with being defended by the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity Indemnifying Party pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesSection 14(b). If the Indemnifying Party elects to does not assume and control the defense of a Proceedingany claim resulting therefrom in accordance with the terms of this Section 13(b), it will provide notice thereof within thirty (30) days after the Indemnified Person has given Party may defend against such claim in such manner as it may deem appropriate, including settling such claim after giving notice of the matter and if same to the Indemnifying Party, on such Proceeding is not a Joint Defense Proceeding, terms as the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentdeem appropriate.

Defense of Claims. An Indemnified Person seeking If a party hereto seeks indemnification under this Article IX Section 5, such party (the “Indemnified Party”) shall give written notice (“Notice of Loss”) to the other party (the “Indemnifying Party Party”) of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding suit, action, claim, liability or obligation (a “Proceeding”) shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Party to indemnity pursuant to this Article IXSection 5, the Indemnified Person Party shall within thirty (30) 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided provided, however, that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person Party to full indemnity pursuant to this Article IXSection 5, the Indemnified Person Party may elect to participate in the a joint defense of such Proceeding (a "“Joint Defense Proceeding"”) for which the expenses of such joint defense will be shares shared equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) 30 days after the Indemnified Person Party has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person Party shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing writing, or (bii) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personcounsel. Neither the Indemnified Person nor the The Indemnifying Party may consent to the entry shall not be liable for any settlement of any judgment with respect Proceeding, the defense of which it has elected to the matter or enter into any assume, which settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto is effected without the written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall indemnify the Indemnified Person Party with respect to the settlement or judgment. If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to This section sets forth, among other things, those circumstances in which the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure Indemnitor shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects right to assume and control the defense of an indemnified Third Party Claim and those in which the Indemnitee shall have such right. Upon receipt of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense ProceedingClaim Notice from an Indemnitee with respect to any Third Party Claim, the Indemnified Person Indemnitor shall have the right to assume and control the defense thereof (and any related settlement negotiations) with counsel selected by the Indemnitor and reasonably satisfactory to such Indemnitee (the "Indemnitor's Counsel"). The Indemnitee shall cooperate in all reasonable respects in such defense. The Indemnitee shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party at such Indemnitee's expense in any such action or claim and to participate in the defense thereof, including, without limitation, in any situation in which one or more defenses or one or more counterclaims available to the Indemnitee conflict with one or more defenses or one or more counterclaims available to the Indemnitor. Anything to the contrary in this Section 8.4 notwithstanding, the Indemnitor shall not be entitled to control the defense of such Third Party Claim (but shall be entitled to participate at its own expense in the defense thereof) and the Indemnitee shall have the right to assume and control the defense or settlement thereof with counsel of its own choosing reasonably satisfactory to the Indemnitor (reasonable fees and expenses of such counsel employed by the Indemnified Person shall be being at the expense of the Indemnified Person unless Indemnitor), if: (ai) the employment thereof has been specifically authorized by Indemnitor does not notify the Indemnifying Party in writing or Indemnitee within thirty (b30) days after receipt of the Indemnifying Party has failed Claim Notice of its intention to assume the defense and employ counsel reasonably satisfactory to of such Third Party Claim, (ii) such Third Party Claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Person. Neither Indemnitee which, if successful, could result in a Material Adverse Effect upon the Indemnified Person nor the Indemnifying Party may consent to the entry business, financial condition, results of any judgment with respect to the matter operations or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent assets of the other PartyIndemnitee, which consent shall not be unreasonably withheld or (it being understood that iii) the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it Indemnitor does not, or is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedingunable to, fund the defense of which such Third Party Claim in the Indemnifying manner requested by Indemnitor's Counsel. With respect to any settlement of such Third Party elected to assumeClaim, the Indemnifying Party Indemnitee shall indemnify the Indemnified Person with respect send a written notice to the Indemnitor of any proposed settlement or of any such claim, which settlement the Indemnitor may reject, in its reasonable judgment, within thirty (30) days of receipt of such settlement. Failure to reject such notice within such thirty-day period shall be deemed an acceptance of such notice and proposed settlement.

Defense of Claims. An Indemnified (a) (i) If any Buyer Indemnitee receives notice of the assertion or commencement of any claim, action or proceeding made or brought by any Person seeking who is not a Party or an affiliate of a Party (a "Third Party Claim") with respect to which indemnification under this Article IX is to be sought from the Seller and DQE, the Buyer Indemnitee shall give the Seller and DQE reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Buyer Indemnitee's receipt of written notice of such Third Party Claim. Such written notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Buyer Indemnifiable Loss that has been or may be sustained by the Buyer Indemnitee. The Seller and DQE will have the right to participate in or, by giving written notice to the Indemnifying Party of the facts and circumstances giving rise Buyer Indemnitee, to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense of any Third Party Claim by the Seller's own counsel, the cost for which shall be borne by the Seller and employ counsel reasonably satisfactory DQE to the Indemnified Person. Neither extent that Buyer Indemnifiable Losses exceed the Indemnified Person nor Indemnity Basket and shall, to such extent, be taken into account in calculating the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent aggregate amount of the other Party, which consent Seller's and DQE's liability for Buyer Indemnifiable Losses under the Indemnity Cap. The Buyer Indemnitee shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from cooperate in good faith in such matter as compared to the other Party shall be considered in determining whether it is reasonable for defense at such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesBuyer Indemnitee's own expense. If there shall be a settlement the Seller and DQE elect not to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, assume the defense of which the Indemnifying any Third Party elected to assumeClaim, the Indemnifying Buyer Indemnitee may compromise or settle such Third Party shall indemnify Claim over the Indemnified Person with respect to objection of the Seller and DQE, which settlement or judgmentcompromise shall conclusively establish the Seller's and DQE's liability pursuant to this Agreement.

Defense of Claims. An In the event that any claim is asserted against a party which is entitled to indemnification hereunder as an Indemnified Person seeking indemnification under this Article IX Party, the Indemnified Party shall promptly after learning of such claim, notify the Indemnifying Party thereof in writing; provided, however, that the failure of the Indemnified Party to give prompt notice of such claim as aforesaid shall not relieve the obligation of the Indemnifying Party with respect to such claim, except to the extent that the Indemnifying Party is prejudiced by the failure of the Indemnified Party to provide such notice. The Indemnifying Party shall have the right, by giving written notice to the Indemnifying Indemnified Party within ten (10) calendar days after receipt from the Indemnified Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted notice of such claim (which notice must include an acceptance of indemnification responsibility for such claim by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party in favor of the same in writingIndemnified Party), specifying in detail to conduct at its expense the basis of defense against such claim and in its own name, or, if the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall fail to give such notice, it shall be deemed to have elected not relieve to conduct the Indemnifying defense of the subject claim, and in such event the Indemnified Party of its obligations hereunder except to the extent such failure shall have harmed the right to conduct such defense and to compromise and settle the claim without prior consent of the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in In the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If that the Indemnifying Party elects to assume and control conduct the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingsubject claim, the Indemnified Person Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by him, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party shall have the right to employ counsel separate from counsel employed compromise and settle the claim only with the prior written consent of the Indemnifying Party. No legal proceeding in which the Indemnified Party is named as a party shall be settled by the Indemnifying Party in any without the Indemnified Party’s prior written consent unless such action settlement or compromise (a) affects no substantive rights of the Indemnified Party, (b) involves a complete release of and to participate in the defense thereof, but the fees and expenses no admission of such counsel employed fault by the Indemnified Person Party, and (c) creates no obligations or liabilities for the Indemnified Party. Any judgment entered or settlement agreed upon in the manner provided herein shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by binding upon the Indemnifying Party in writing or (b) the Indemnifying Party has failed Party, and shall conclusively be deemed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment be an obligation with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Indemnified Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected is entitled to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentindemnification hereunder.

Defense of Claims. An Indemnified Person seeking If a party hereto seeks indemnification under this Article IX Section 8.1, such party (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party Party") of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding suit, action, claim, liability or obligation (a "Proceeding") shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Party to indemnity pursuant to this Article IXSection 8.1, the Indemnified Person Party shall within thirty (30) 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided provided, however, that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person Party to full indemnity pursuant to this Article IXSection 8.1, the Indemnified Person Party may elect to participate in the a joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares shared equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) 30 days after the Indemnified Person Party has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person Party shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (bii) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personcounsel. Neither the Indemnified Person nor the The Indemnifying Party may consent to the entry shall not be liable for any settlement of any judgment with respect Proceeding, the defense of which it has elected to the matter or enter into any assume, which settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto is effected without the written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall indemnify the Indemnified Person Party with respect to the settlement or judgment. If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

Defense of Claims. An Indemnified Person seeking indemnification (a) In connection with any claim which may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may, subject to Section 9.04(b), assume the defense of any such claim or Proceeding (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee its right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Parties will be financially able to satisfy such claim in full if such claim or Proceeding is decided adversely. Prior to the assumption by an Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if defense of any Proceeding shall be brought claim or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXProceeding, the Indemnified Person shall within thirty (30) days notify Indemnitee may make such appearances and filings with respect thereto as the Indemnitee reasonably determines to be necessary or appropriate. If the Indemnifying Party Parties assume the defense of the same in writing, specifying in detail the basis of any such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve or Proceeding, the Indemnifying Party of its obligations hereunder except Parties shall select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such any claim or Proceeding is not a Joint Defense Proceedingin accordance with this Section 9.04, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person Parties shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect to the matter arising from, any such claim or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the other PartyIndemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; PROVIDED, which consent FURTHER, that the Indemnifying Parties shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and PROVIDED, FURTHER, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, officers, employees, consultants and agents with respect to such matterclaim. Subject to Section 9.04(b); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there , such Indemnitee shall be a settlement entitled to which the Indemnifying Party consents or a final judgment for the plaintiff participate in any Proceeding, (but not control) the defense of which any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party elected to assume, Parties in the defense of any claim or Proceeding being defended by the Indemnifying Party shall indemnify Parties pursuant to this Section 9.04. If the Indemnified Person Indemnifying Parties do not assume the defense of any claim or Proceeding resulting therefrom in accordance with respect to the settlement terms of this Section 9.04(a), such Indemnitee may defend against such claim or judgmentProceeding.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to notify the Indemnifying Party Lessee of any claim made against it for which the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if the Indemnified Person Lessee re- quests, to contest or allow the Lessee to contest such claim. If any Finance Lease Event of Default shall within thirty (30) days notify have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnifying Party payment of the same in writing, specifying in detail the basis of Lessee's obligations pursuant to this Section 16 hereunder have been made and such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto claim without the consent of the other PartyLessee's consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the Lessee or the Guarantor, as applicable. If there shall be a settlement to which The Lessee or the Indemnifying Party consents or a final judgment for Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with respect the Lessee's or the Guarantor's assertion of such claim or defense. The Lessee and the Guarantor agree that no Indemnified Person will be liable to the settlement Lessee or judgmentthe Guarantor, as applicable, for any claim caused directly or indirectly by the inadequacy of any Vehicle for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of the Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require the Lessee or the Guarantor to indemnify the Lessor for any of the Lessor's acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which the Lessee or the Guarantor may have against the Manufacturer.

Defense of Claims. An Indemnified Person seeking The Company shall have the right to defend the Indemnitee in any Proceeding (except a Proceeding brought by the Indemnitee under Section 6.3 of this Agreement) which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under this Article IX shall give written notice Section 3.1 above. Notwithstanding the foregoing sentence, if in a Proceeding to which the Indemnifying Party Indemnitee is a party by reason of the facts and circumstances giving rise Indemnitee’s Corporate Status, (a) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (b) the claim. In Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that regard, if any Proceeding shall be brought an actual or asserted by any third party which, if adversely determined, would entitle apparent conflict of interest or potential conflict of interest exists between the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim Indemnitee and the facts pertaining thereto; provided that Company, or (c) if the failure Company fails to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and in a timely manner, the Indemnitee shall consult with be entitled to be represented by separate legal counsel of the Indemnified Person with respect thereto)Indemnitee’s choice, including the employment of counsel reasonably satisfactory subject to the Indemnified Person and prior approval of the payment Company, which approval shall not be unreasonably withheld, at the expense of expenses; provided that the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding shall to deny or to recover from the Indemnitee the benefits intended to be brought or asserted by any third party which, if adversely determined, would not entitle provided to the Indemnified Person to full indemnity pursuant to this Article IXIndemnitee hereunder, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ retain counsel separate from counsel employed by of the Indemnifying Party in any such action and Indemnitee’s choice, subject to participate in the defense thereofprior approval of the Company, but the fees and expenses of such counsel employed by the Indemnified Person which approval shall not be unreasonably withheld, at the expense of the Indemnified Person unless Company (a) subject to Section 6.4 of this Agreement), to represent the employment thereof has been specifically authorized by the Indemnifying Party Indemnitee in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of connection with any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to the Indemnifying Party notify any relevant Lessee of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall claim made against it for which such Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if such Lessee requests, to contest or allow such Lessee to contest such claim. If any AESOP I Operating Lease Event of Default shall have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis payment of such claim Lessee's obligations pursuant to this Section 16 hereunder have been made and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of claim without such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other PartyLessee's consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the relevant Lessee or the Guarantor, as applicable. If there shall be a settlement to which Such Lessee or the Indemnifying Party consents or a final judgment for Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with respect such Lessee's or the Guarantor's assertion of such claim or defense. Each Lessee and the Guarantor agrees that no Indemnified Person will be liable to such Lessee or the settlement Guarantor, as applicable, for any claim caused directly or judgmentindirectly by the inadequacy of any Vehicle leased by such Lessee for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of such Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require any Lessee or the Guarantor to indemnify the Lessor for any of the Lessor's acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which any Lessee or the Guarantor may have against the Manufacturer.

Defense of Claims. An Indemnified Any Person seeking making a claim for indemnification under this Article IX Section 7 (an "Indemnitee") shall give notify the party obligated to provide such indemnification (the "Indemnifier") of the claim in writing promptly after receiving written notice to of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the Indemnifying Party of the liability, obligation or facts and circumstances giving rise to such claim for indemnification, describing the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty amount thereof (30) days notify the Indemnifying Party of the same in writingif known and quantifiable), specifying in detail and the basis of such claim and the facts pertaining theretothereof; provided provided, that the failure to so notify an Indemnifying Party the Indemnifier shall not relieve the Indemnifying Party Indemnifier of its obligations hereunder except to the extent such failure shall be proved to have harmed caused the Indemnifying PartyIndemnifier to suffer a material loss. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Indemnifier shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and entitled to participate in the defense thereof, but the fees and expenses of such counsel employed by action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Person Indemnitee's claim for indemnification, at the Indemnifier's expense, and at its option (subject to the limitations set forth below), the Indemnifier shall be at entitled to appoint lead counsel of such defense, acceptable to the expense Indemnitee; provided that prior to, and as a condition to, the Indemnifier's appointing lead counsel of such defense the Indemnified Person unless Indemnifier shall first (a) verify to the employment thereof has been specifically authorized by Indemnitee in writing, in form and substance satisfactory to the Indemnifying Party in writing or Indemnitee, that the Indemnifier shall be fully and unconditionally responsible (with no reservation of any rights) for all liabilities and obligations relating to such claim for indemnification and that it will provide full indemnification as required hereunder, and (b) provide the Indemnifying Party has failed to assume the defense Indemnitee with assurance, in form and employ counsel reasonably substance satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other PartyIndemnitee in its sole judgment, which consent shall not be unreasonably withheld (it being understood that the extent to which Indemnifier is and will satisfy any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter)liability; provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedingfurther, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.that:

Defense of Claims. An Indemnified Person seeking (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any Action by any entity that is not a party to this Agreement or an Affiliate of such a party (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party, and the Stockholders' Representative if applicable, reasonably prompt written notice thereof; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Article IX to the extent that the Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of a Third Party Claim, the Indemnifying Party shall give be entitled, upon written notice to the Indemnifying Party of Indemnitee, to assume the facts investigation and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought Indemnitee. Whether or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume the investigation and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingany Third Party Claim, the Indemnified Person Indemnitee shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the investigation and defense thereof; provided, but however, that the Indemnitee shall pay the fees and expenses disbursements of such separate counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (ai) the employment thereof of such separate counsel has been specifically authorized in writing by the Indemnifying Party in writing or Party, (bii) the Indemnifying Party has failed to assume the defense and employ of such Third Party Claim within reasonable time after receipt of notice thereof with counsel reasonably satisfactory to such Indemnitee, or (iii) the Indemnified Person. Neither named parties to the Indemnified Person nor proceeding in which such Action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may consent be available to the entry of any judgment Indemnitee that are in conflict with respect those available to the matter or enter into any settlement with respect to Indemnifying Party. Notwithstanding the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assumeforegoing, the Indemnifying Party shall indemnify not be liable for the Indemnified Person fees and disbursements of more than one counsel for all Indemnitees in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the complete and general release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such Third Party Claim through the date of its rejection of the settlement offer or judgment(ii) the aggregate Losses of the Indemnitee with respect to such claim.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may but shall give not be obligated to (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if the Indemnifying Party of the facts and circumstances giving rise with respect to such claim or Proceeding acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant hereto to this Article IXthe extent provided herein and provides assurances, the Indemnified Person shall within thirty (30) days notify reasonably satisfactory to such Indemnitee, that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent provided herein if such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such claim or Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesis decided adversely. If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this Section 9.04, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the Indemnifying Party shall, subject to the matter provisions of Section 9.01, pay or enter into any cause to be paid all amounts arising out of such settlement or judgment concurrently with respect to the matter which judgment or settlement does not release effectiveness thereof; PROVIDED FURTHER, that the other Indemnifying Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and PROVIDED FURTHER, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, directors, officers, employees and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim, including any reasonably foreseeable collateral consequences thereof. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assumethis Section 9.04. If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Party is ultimately adjudged liable and seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Party shall indemnify have the Indemnified Person with respect burden to prove by a preponderance of the settlement evidence that such Indemnitee did not defend such claim or judgmentProceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to the Indemnifying Party notify any relevant Lessee of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall claim made against it for which such Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if such Lessee requests, to contest or allow such Lessee to contest such claim. If any Finance Lease Event of Default shall have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis payment of such claim Lessee’s obligations pursuant to this Section 16 hereunder have been made and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of claim without such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other PartyLessee’s consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the relevant Lessee or the Finance Lease Guarantor, as applicable. If there shall be a settlement to which Such Lessee or the Indemnifying Party consents or a final judgment for Finance Lease Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with respect such Lessee’s or the Finance Lease Guarantor’s assertion of such claim or defense. Each Lessee and the Finance Lease Guarantor agree that no Indemnified Person will be liable to such Lessee or the settlement Finance Lease Guarantor, as applicable, for any claim caused directly or judgmentindirectly by the inadequacy of any Vehicle leased hereunder by such Lessee for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of such Lessee or the Finance Lease Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require any Lessee or the Finance Lease Guarantor to indemnify the Lessor for any of the Lessor’s acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which such Lessee or the Finance Lease Guarantor may have against the Manufacturer.

Defense of Claims. An Indemnified (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person seeking who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim"), including an information document request or a notice of proposed disallowance issued by the IRS relating to a matter covered by Section 5.7, with respect to which indemnification under this Article IX is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee, to elect to assume the defense of any Third Party Claim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, provided that the counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnitee may compromise or settle such Third Party Claim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnifying Party's Liability pursuant to this Agreement; provided, however, that the Indemnitee provides written notice to the Indemnifying Party of its intent to settle and such notice reasonably describes the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis terms of such claim and the facts pertaining thereto; provided that the failure settlement at least ten (10) Business Days prior to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter entering into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentsettlement.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX If the Indemnifying Party elects to defend a CLAIM pursuant to Section 17.6.1, it shall give written notice to the Indemnifying Indemnified Party within fifteen (15) days after the receipt of the notice from the Indemnified Party of the facts potential indemnifiable CLAIM which involves (and circumstances giving rise continues to the claim. In involve) solely monetary damages; provided, that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30a) days notify the Indemnifying Party of expressly agrees in such notice that, as between the same in writing, specifying in detail the basis of such claim Indemnifying Party and the facts pertaining thereto; provided that Indemnified Party, the failure to so notify an Indemnifying Party shall not relieve be solely obligated to satisfy and discharge the CLAIM, subject to the terms, conditions and limitations of this AGREEMENT, and (b) the Indemnifying Party makes reasonably adequate provisions to ensure the Indemnified Party of its obligations hereunder except to the extent such failure shall have harmed ability of the Indemnifying PartyParty to satisfy the full amount of any adverse monetary judgment that may result such conditions (the "Litigation Conditions"). The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult Subject to compliance with the Indemnified Person with respect thereto)Litigation Conditions, including the employment of Indemnifying Party shall retain counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle Party to represent the Indemnified Person Party and shall pay the fees and expenses of such counsel related to full indemnity pursuant to this Article IXsuch proceeding. In any such proceeding, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless Party unless: (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (b) the Indemnifying Party has failed named parties to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor any such proceeding (including any impleaded parties) include both the Indemnifying Party may consent and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses shall be reimbursed as they are incurred. If the Litigation Conditions are not met within twenty (20) days after receipt of notice of the CLAIM, the Indemnifying Party shall be bound by any reasonable defense or settlement made by the Indemnified Party and shall reimburse the Indemnified Party for any and all LOSSES of the Indemnified Party related to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment defense or settlement does of the CLAIM. If the Litigation Conditions have been met, then the Indemnified Party shall not release the other Party from all liability to the third party with respect thereto settle any CLAIM for which it is seeking indemnification without the prior consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any withheld. The Indemnified Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which shall, if requested by the Indemnifying Party consents or a final judgment for the plaintiff Party, cooperate in any Proceeding, all reasonable respects in the defense of which such CLAIM that is being managed and controlled by the Indemnifying Party elected to assume, the Party. The Indemnifying Party shall indemnify not, without the written consent of the Indemnified Person with Party, effect any settlement of any pending or threatened proceeding in respect to of which the Indemnified Party is, or arising out of the same set of facts could have been, a Party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or judgmentincludes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX Section 8 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if the Indemnifying Party of the facts and circumstances giving rise with respect to such claim or Proceeding acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant hereto to this Article IXthe extent provided herein (as such claim may have been modified through written agreement of the parties) and provides assurances, the Indemnified Person shall within thirty (30) days notify reasonably satisfactory to such Indemnitee, that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and to the facts pertaining theretoextent provided herein if such claim or Proceeding is decided adversely; provided provided, however, that the failure nothing set forth herein shall be deemed to so notify an Indemnifying Party shall not relieve require the Indemnifying Party of its obligations hereunder except to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto)Party shall determine, including upon the employment written advice of counsel reasonably satisfactory to counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Person and the payment of expenses; provided that Party in the event any Proceeding connection with such Proceeding. The Indemnifying Party shall be brought or asserted by any third party which, if adversely determined, would not entitle obligated to pay the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the reasonable fees and expenses of such joint defense will be shares equally separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such parties and the employment of counsel shall be reasonably satisfactory to both partiesclaim or Proceeding under this Section 8(d). If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this Section 8(d), but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the prior written consent of such Indemnitee, not to be unreasonably withheld; provided, however, that the other PartyIndemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided further, which consent that the Indemnifying party shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and provided further, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, directors, officers, employees and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim, including any reasonably foreseeable collateral consequences thereof. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assume, this Section 8(d). If the Indemnifying Party shall indemnify does not assume the Indemnified Person defense of any claim or Proceeding resulting therefrom in accordance with respect the terms of this Section 8(d), such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the settlement Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or judgmentProceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the burden to prove by a preponderance of the evidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking The Collateral Agent shall notify each Representative as promptly as is reasonably practicable of the written assertion of, or the commencement of, any claim, suit, action or proceeding filed against any Indemnitee arising out of any action or omission for which such Indemnitee is entitled to indemnification under this Article IX pursuant to Section 5.08(a) promptly after such Indemnitee shall give have received the written notice assertion or have been served with the summons or other first legal process giving information as to the Indemnifying Party nature and basis of the facts lawsuit. Each Lender shall be entitled to participate in and circumstances giving rise assume, at its own expense, the defense of any such claim, suit, action or proceeding, and such defense shall be conducted by counsel chosen by such Lender and reasonably satisfactory to the claim. In such Indemnitee, provided, however, that regard, (i) if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall Lender has not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control assumed the defense of such Proceeding claim, suit, action or proceeding, (and shall consult with ii) if the Indemnified Person with respect thereto), including attorneys handling the employment of counsel defense are not reasonably satisfactory to such Indemnitee, or (iii) if the Indemnified Person defendants in any such action include both such Indemnitee and the payment of expenses; provided Lenders and such Indemnitee shall have been advised by its counsel that there may be legal defenses available to it that are different from or additional to those available to the Lenders, which in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense reasonable opinion of such Proceeding (a "Joint Defense Proceeding") counsel are sufficient to make it undesirable for which the expenses of same counsel to represent both the Lenders and such joint defense will be shares equally by Indemnitee, such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ its own counsel separate in all such instances described in (i), (ii) or (iii) above, and shall be entitled to recover from counsel employed by the Indemnifying Party in any such action and proceeds received pursuant to participate in the defense thereof, but the Section 2.02 all reasonable fees and expenses of such counsel employed by counsel. If more than one Lender gives notice of assumption of defense, the Indemnified Person matter shall be at presented to all the expense of Lenders and, unless such Indemnitee receives notice from the Indemnified Person unless (a) Required Lenders specifying the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed Lender that is to assume the defense, such Indemnitee shall proceed itself with the defense. Except as provided above, the relevant Indemnitee’s right to recover its reasonable counsel fees and expenses from proceeds received pursuant to Section 2.02 shall cease upon any Lender’s assumption of the defense of the claim, suit, action or proceeding. Each Lender and employ counsel reasonably satisfactory the relevant Indemnitee is always entitled to the Indemnified Persondefend itself at its own expense. Neither the Indemnified Person Lenders nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into relevant Indemnitee shall be bound by any settlement with respect to the matter which judgment or settlement does not release entered into by the other Party from all liability to the third party with respect thereto parties without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentparty’s consent.

Defense of Claims. An Indemnified Person seeking No right to indemnification under this Article IX Section 15 shall give written notice be available to any of Buyer's Indemnitee or Seller's Indemnitee (the "Indemnified Party") unless such Indemnified Party shall have given to the Indemnifying party obliged to provide indemnification of such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder promptly after receipt of knowledge by officers or management personnel of the Indemnified Party of the facts and circumstances giving rise upon which such claim is based; provided, however, that the failure of any Indemnified Party to so notify the Indemnitor shall not relieve the Indemnitor from any indemnification liability it may have except to the claim. In extent that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify the Indemnitor materially prejudices the Indemnitor's ability to defend against such claim. Upon receipt by the Indemnitor of the Claim Notice from an Indemnifying Indemnified Party shall not relieve the Indemnifying Party with respect to any claim of its obligations hereunder except to the extent a third party, such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party, and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying The Indemnified Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither the Party shall have reasonably concluded that there may be one or more legal defenses available to it, or to any other Indemnified Person nor the Indemnifying Party may consent who has submitted a Claim Notice to the entry Indemnitor, which are different from or additional to those available to the Indemnitor, in either of any judgment which events such fees and expenses shall be borne by the Indemnitor (but in no event shall the Indemnitor be required to pay the fees and expenses of more than one counsel employed by more than one Indemnified Party with respect to any claim) and the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent Indemnitor shall not be unreasonably withheld (it being understood that have the extent right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, direct the defense of which any such action on behalf of the Indemnifying Party elected to assume, the Indemnifying Indemnified Party. The Indemnified Party shall indemnify the Indemnified Person with respect give written notice to the Indemnitor of any proposed settlement or judgmentof any claim, which settlement the Indemnitor may reject in its reasonable judgment within ten (10) days of receipt of such notice. The Indemnitor shall have the right, in its sole discretion, to settle any claim for monetary damages for which indemnification has been sought and is available hereunder.

Defense of Claims. An Indemnified 12.2.1 If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claims, action, or proceeding made or brought by any Person seeking (including Guarantor, Buyer, their respective Affiliates, officers, directors and shareholders, and the successors and assigns of any such Person) (a "Third Party Claim") with respect to which indemnification under this Article IX is to be sought from a Person that is required to indemnify such Indemnitee (an "Indemnifying Party"), the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. In addition, the Indemnitee shall transmit to the Indemnifying Party a copy of all papers served with respect to such claim (if any). The Indemnitee shall cooperate in good faith 106 114 in such defense at the Indemnifying Party's expense. If the Indemnifying Party shall acknowledge in writing to the Indemnitee that the Indemnifying Party shall be obligated to indemnify the Indemnitee under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee, to elect to assume the defense of any Third Party Claim at such Indemnifying Party of the facts Party's expense and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the employing such Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining theretoParty's own counsel; provided that the failure to so notify an Indemnifying Party shall not relieve counsel for the Indemnifying Party of its obligations hereunder except to the extent such failure who shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control conduct the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel Third Party Claim shall be reasonably satisfactory to both partiesthe Indemnitee. If the an Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to of any Third Party Claim, the Indemnified Person. Neither Indemnitee may compromise or settle such Third Party Claim over the Indemnified Person nor objection of the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent settlement or compromise shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which conclusively establish the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected Party's liability pursuant to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentthis Agreement.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if case any Proceeding legal action shall be brought commenced or asserted by any third party which, if adversely determined, would entitle threatened (provided that in the case of a threatened legal action the Indemnified Person Party believes in good faith that an indemnifiable Loss is likely to indemnity pursuant to this Article IXoccur) against an Indemnified Party that could result in a Loss, the Indemnified Person Party shall within thirty (30) days promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an . The Indemnifying Party shall not relieve have the Indemnifying Party right, exercisable by written notice promptly after receipt of its obligations hereunder except the notice, (A) to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall participate in and (B) assume (and control control) the defense of such Proceeding (the action, at its own expense and shall consult with the Indemnified Person with respect thereto)its own counsel, including the employment of provided counsel is reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesParty. If the Indemnifying Party elects to assume and control the defense of a Proceedingthe action, it will provide notice thereof within thirty (30) days after the Indemnifying Party shall keep the Indemnified Person has given notice Party informed of the matter all material developments and if such Proceeding is not a Joint Defense Proceeding, events and the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by participate in (but not control) the defense of the action. However, the Indemnified Party shall bear its own expenses of participation except as set forth in the following sentence. The Indemnifying Party in any such action and to participate in shall bear the defense thereof, but the reasonable fees and expenses of such counsel employed retained by the Indemnified Person shall be at the expense of Party if (i) the Indemnified Person unless (a) Party shall have retained counsel due to actual or potential conflicting interests between the employment thereof has been specifically authorized by Indemnified Party and the Indemnifying Party in writing or Party, (bii) the Indemnifying Party has failed shall not elect to assume the defense and employ of the action, (iii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor Party, or (iv) the Indemnifying Party may consent has authorized the employment of counsel for the Indemnified Party to handle the entry defense of the action at the expense of the Indemnifying Party. In no event will the Indemnifying Party be liable for any judgment settlement or admission of liability with respect to any action without its prior written consent, which shall not be unreasonably withheld, but if settled with this consent, the matter Indemnifying Party shall be liable for payment of the settlement or enter into any settlement with respect judgment amount, subject to the matter which judgment limitations set forth in this Section 7. The Indemnifying Party may not settle any liability or settlement does not release the other Party from all liability claim subject to the third party with respect thereto indemnification pursuant to this Section 7 without the consent of the other Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, which consent and shall not be unreasonably withheld (it being understood that construed as a waiver of its right to deny the extent obligation to which any Party will be obligated to pay for Damages resulting from such matter as compared to indemnify the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry Indemnified Party. The giving of any judgment or settlement with respect to such matter); provided that no settlement notice of a Joint Defense Proceeding may loss, damage, cost or expense claimed to be effected without the consent of both parties. If there indemnifiable shall be a settlement prerequisite to which any obligation to indemnify. However, the Indemnifying Party consents Indemnified Party’s rights pursuant to this Section 7 shall not be forfeited by reason of a failure to give the required notice or to cooperate in the defense to the extent the failure does not have a final judgment for the plaintiff in any Proceeding, material and adverse effect on the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentmatter.

Defense of Claims. An (i) The Purchaser, at its own expense and through counsel chosen by it, may elect to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses; and if it so elects, it shall, within 30 (thirty) Business Days after receiving notice of Claim (or sooner, if the nature of such Claim so requires), notify the Indemnified Person seeking indemnification Party of its intent to do so, and such Indemnified Party shall cooperate fully in the defense, negotiation or settlement of any such Claim. After notice from the Purchaser to the Indemnified Parties of its election to defend against, negotiate, settle or otherwise deal with any such Claim, Purchaser shall not be liable to the Indemnified Parties under this Article IX Agreement for any legal or other expenses subsequently incurred by the Indemnified Parties in connection with the defense, negotiation or settlement thereof; provided, however, that all Indemnified Parties shall give written notice have the right to collectively employ one (and only one) counsel to represent such Indemnified Parties in respect of such Claim hereunder (which counsel shall be reasonably acceptable to the Indemnifying Party Purchaser) if, in the reasonable opinion of counsel to the Indemnified Parties, a conflict of interest between the Indemnified Parties and the Purchaser may exist in respect of such Claim that would make such separate representation advisable, and in that event (x) the reasonable fees and expenses of such separate counsel shall be paid by the Purchaser and (y) each of the facts Purchaser and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Parties shall have the right to indemnity pursuant direct its own defense in respect of such Claim; provided, further, that the Purchaser shall not be required to this Article IXpay for more than one additional counsel (excluding local counsel) for Indemnified Parties in connection with any Claim hereunder. The parties hereto agree to cooperate fully with each other in connection with any Claims hereunder. If the Purchaser elects not to defend against, negotiate, settle or otherwise deal with such Claim, or fails to notify the Indemnified Person shall Parties of its election within thirty (30) days notify Business Days after request by the Indemnifying Party Indemnified Parties to assume the defense of any such Claim, the same in writing, specifying in detail the basis Indemnified Parties may assume control of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with Claim at Purchaser's expense. Notwithstanding anything in this Section 2.6 to the contrary, neither the Purchaser nor the Indemnified Person with respect thereto)Parties may, including without the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice prior written consent of the matter and if such Proceeding is not a Joint Defense Proceedingother party, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle or compromise any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing Claim or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may permit a default or consent to the entry of any judgment with respect unless the claimant and such party provide to the matter or enter into any settlement with respect to the matter which judgment or settlement does not such other party an unqualified written release the other Party from all liability in respect of such Claim, and such settlement or compromise does not materially and adversely impair the ability of the Indemnified Parties to conduct their respective businesses, and does not contain any admission of wrongdoing on the part of any of the Indemnified Parties. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party with respect thereto without claimant, and the consent Purchaser notifies the Indemnified Parties in writing of the other PartyPurchaser's willingness to accept the settlement offer and pay the amount called for by such offer, which consent shall not be unreasonably withheld (it being understood that and the extent Indemnified Parties decline to which any Party will be obligated accept such offer, the Indemnified Parties may continue to pay for Damages resulting from contest such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry Claim, free of any judgment or settlement participation by the Purchaser, and the amount of any ultimate liability with respect to such matter); provided Claim that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there Purchaser has an obligation to pay hereunder shall be a limited to the lesser of (A) the amount of the settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify offer that the Indemnified Person Parties declined to accept plus the Losses of the Indemnified Parties relating to such Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the Indemnified Parties with respect to the settlement or judgmentsuch Claim.

Defense of Claims. An Indemnified Person seeking indemnification Except as otherwise set forth in the last sentence of this Section 8.06, in connection with any claim which may give rise to indemnity under this Article IX shall give written notice to VIII resulting from or arising out of any Action against an Indemnitee by a Person that is not a Party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In relevant Indemnitee, assume the defense of any such Action, to the extent that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Action relates only to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify monetary damages and the Indemnifying Party of provides assurances, reasonably satisfactory to such Indemnitee, that the same in writing, specifying in detail the basis of Indemnifying Party will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an in full if such Action is decided adversely. The Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding (Action, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control shall have assumed the defense of a Proceedingany Action in accordance with this Section 8.06, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect arising from, any such Action, to the matter extent that the settlement requires only the payment of monetary damages, includes no injunctive provisions or enter into performance requirements of the Indemnitee and includes no admission of guilt or liability. If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any settlement such action, with respect its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any Action being defended by the Indemnifying Party pursuant to this Article VIII. If the Indemnifying Party does not assume the defense of any Action resulting therefrom in accordance with the terms of this Section 8.06, or the Indemnifying Party does not acknowledge to the matter which judgment Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties) or settlement the Indemnifying Party does not release the other Party from all liability provides assurances, reasonably satisfactory to the third party with respect thereto without the consent of the other Partysuch Indemnitee, which consent shall not be unreasonably withheld (it being understood that the extent to which any Indemnifying Party will be obligated financially able to pay for Damages resulting from satisfy such matter claim in full if such Action is decided adversely, such Indemnitee may defend against such Action in such manner as compared to it may deem appropriate at the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry cost of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentParty.

Defense of Claims. An Indemnified Person seeking The Company shall have the right to defend the Indemnitee in any Proceeding (except a Proceeding brought by the Indemnitee under Section 6.3 of this Agreement) which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under this Article IX shall give written notice Section 3.2 above. Notwithstanding the foregoing sentence, if in a Proceeding to which the Indemnifying Party Indemnitee is a party by reason of the facts and circumstances giving rise Indemnitee’s Corporate Status, (a) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (b) the claim. In Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that regard, if any Proceeding shall be brought an actual or asserted by any third party which, if adversely determined, would entitle apparent conflict of interest or potential conflict of interest exists between the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim Indemnitee and the facts pertaining thereto; provided that Company, or (c) if the failure Company fails to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and in a timely manner, the Indemnitee shall consult with be entitled to be represented by separate legal counsel of the Indemnified Person with respect thereto)Indemnitee’s choice, including the employment of counsel reasonably satisfactory subject to the Indemnified Person and prior approval of the payment Company, which approval shall not be unreasonably withheld or delayed, at the expense of expenses; provided that the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding shall to deny or to recover from the Indemnitee the benefits intended to be brought or asserted by any third party which, if adversely determined, would not entitle provided to the Indemnified Person to full indemnity pursuant to this Article IXIndemnitee hereunder, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ retain counsel separate from counsel employed by of the Indemnifying Party in any such action and Indemnitee’s choice, subject to participate in the defense thereofprior approval of the Company, but the fees and expenses of such counsel employed by the Indemnified Person which approval shall not be unreasonably withheld or delayed, at the expense of the Indemnified Person unless Company (a) subject to Section 6.4 of this Agreement), to represent the employment thereof has been specifically authorized by the Indemnifying Party Indemnitee in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of connection with any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking indemnification (a) In connection with any claim which may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if all Indemnifying Party of the facts and circumstances giving rise Parties with respect to such claim or Proceeding jointly acknowledge to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Indemnitee its right to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party hereto in respect of the same in writing, specifying in detail the basis entirety of such claim (as such claim may have been modified through written agreement of the parties) and the facts pertaining thereto; provided provide assurances, reasonably satisfactory to such Indemnitee, that the failure Indemnifying Parties will be financially able to so notify an Indemnifying Party shall not relieve satisfy such claim in full if such claim or Proceeding is decided adversely. If the Indemnifying Party Parties assume the defense of its obligations hereunder except to the extent any such failure shall have harmed claim or Proceeding, the Indemnifying Party. The Indemnifying Party, if it so elects, Parties shall assume and control select counsel reasonably acceptable to such Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall consult with at all times reasonably diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of any claim or Proceeding in accordance with this Section 9.05, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, it will provide notice thereof within thirty (30) days after with the Indemnified Person has given notice consent of the matter Indemnitee, which consent will be not unreasonably withheld or delayed; provided, that no such consent shall be required from such Indemnitee if the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees and if named as a defendant, consultants and agents with respect to such Proceeding is not a Joint Defense Proceeding, the Indemnified Person claim. Each Indemnitee shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and be entitled to participate in the defense thereofof any such action at its own cost and expense. Each Indemnitee shall, but and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the fees and expenses Indemnifying Parties in the defense of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized any claim or Proceeding being defended by the Indemnifying Party in writing or (b) the Indemnifying Party has failed Parties pursuant to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentthis Section 9.05.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to notify the Indemnifying Party Lessee of any claim made against it for which the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if the Indemnified Person Lessee requests, to contest or allow the Lessee to contest such claim. If any Lease Event of Default shall within thirty (30) days notify have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnifying Party payment of the same in writing, specifying in detail the basis of Lessee’s obligations pursuant to this Section 16 hereunder have been made and such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto claim without the consent of the other PartyLessee’s consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the Lessee or the Guarantor, as applicable. If there shall be a settlement to which The Lessee or the Indemnifying Party consents or a final judgment for Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense; provided such participation does not interfere with respect the Lessee’s or the Guarantor’s assertion of such claim or defense. The Lessee and the Guarantor agree that no Indemnified Person will be liable to the settlement Lessee or judgmentthe Guarantor, as applicable, for any claim caused directly or indirectly by the inadequacy of any Group I Truck leased for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of the Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require the Lessee or the Guarantor to indemnify the Lessor for any of the Lessor’s acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which the Lessee or the Guarantor may have against the manufacturer.

Defense of Claims. An Any Buyer Indemnitee (the "Indemnified Person Party") seeking indemnification under this Article IX Agreement shall give written notice to the Indemnifying party obligated to provide indemnification to such Indemnified Party of (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts and circumstances giving rise to any claim for indemnification hereunder promptly upon learning of the existence of such claim. In that regardUpon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and, in such event, shall agree to pay and otherwise discharge with the Indemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses related thereto; and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying Party elects to Indemnitor does not assume and control the defense of a Proceedingthereof, it will provide notice thereof within thirty (30) days after the Indemnitor shall similarly cooperate with the Indemnified Person has given notice of the matter and if Party in such Proceeding is not a Joint Defense Proceeding, the defense or prosecution. The Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofor prosecution of any lawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry shall have reasonably concluded that there exists a significant conflict of any judgment interest with respect to the matter or enter into conduct of such Indemnified Party's defense by the Indemnitor, in either of which events such fees and expenses shall be borne by the Indemnitor and the Indemnitor shall not have the right to direct the defense of any settlement with respect such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim solely for monetary damages for which indemnification has been sought and is available hereunder, provided that the Indemnitor shall not agree to the matter settlement of any claim which judgment or constitutes the subject of a Claim Notice which settlement does not release in the other reasonable opinion of the Indemnified Party from all liability to would have an adverse continuing effect on the third party with respect thereto business of the Indemnified Party without the prior written consent of the other Indemnified Party. The Indemnified Party shall give written notice to the Indemnitor of any proposed settlement of any suit, which consent settlement the Indemnitor may, if it shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, have assumed the defense of the suit, reject in its reasonable judgment within 10 days of receipt of such notice. Notwithstanding the foregoing the Indemnified Party shall have the right to pay or settle any suit for which indemnification has been sought and is available hereunder, provided that, if the Indemnifying Party elected to assumedefense of such claim shall have been assumed by the Indemnitor, the Indemnifying Indemnified Party shall indemnify the Indemnified Person with respect automatically be deemed to the settlement or judgmenthave waived any right to indemnification hereunder.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Lessor agrees to the Indemnifying Party notify any Lessee of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall claim made against it for which such Lessee may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXSection 16 and, if such Lessee requests, to contest or allow such Lessee to contest such claim. If any AESOP II Operating Lease Event of Default shall have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis payment of such claim Lessee's obligations pursuant to this Section 16 hereunder have been made and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Lessor. The Lessor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in the defense thereof, but the fees and expenses of claim without such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other PartyLessee's consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry withheld. Defense of any judgment or settlement with respect claim referred to such matter); provided that no settlement of a Joint Defense Proceeding in this Section 16 for which indemnity may be effected without required shall, at the consent option and request of both partiesthe Indemnified Person, be conducted by the relevant Lessee or the Guarantor, as applicable. If there shall be a settlement to which Such Lessee or the Indemnifying Party consents or a final judgment for Guarantor, as the plaintiff in any Proceedingcase may be, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with respect such Lessee's or the Guarantor's assertion of such claim or defense. Each Lessee and the Guarantor agrees that no Indemnified Person will be liable to such Lessee or the settlement Guarantor, as applicable, for any claim caused directly or judgmentindirectly by the inadequacy of any Vehicle leased by such Lessee for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of such Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require any Lessee or the Guarantor to indemnify the Lessor for any of the Lessor's acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which any Lessee or the Guarantor may have against the Manufacturer.

Defense of Claims. An Indemnified Person seeking Any Party making a claim for indemnification under this Article IX Section 7.2 (an “Indemnitee”) shall give notify the indemnifying Party (an “Indemnitor”) of the claim in writing and, if by a third party, promptly after receiving written notice to the Indemnifying Party of the facts and circumstances giving rise to any action, lawsuit, proceeding, investigation or other claim against it; and, in all events, describing the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty amount thereof (30) days notify the Indemnifying Party of the same in writingif known and quantifiable), specifying in detail and the basis of such claim and the facts pertaining theretothereof; provided that the failure to so notify an Indemnifying Party Indemnitor shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that (and only to the extent that) such failure shall have harmed caused the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") damages for which the expenses of Indemnitor is obligated to be greater than such joint defense will be shares equally by damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder. Any Indemnitor shall defend such parties action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and (subject to the employment of counsel limitations set forth below) shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ thereof by appointing an AV rated counsel experienced in the subject matter of such claim reasonably satisfactory acceptable to the Indemnified Person. Neither Indemnitee (and in connection therewith, if the Indemnified Person nor action, lawsuit, proceeding, investigation or other claim involves Intellectual Property issues, then the Indemnifying Party may consent parties shall select, unless they are both unavailable, one of: Xxxx Xxxxxxxxx, now of Xxxxxx Xxxx and Xxxxxxxx LLP, or Xxxxx Xxxxx now of Xxxxxxxx & Xxxxx LLP) to be the lead counsel in connection with such defense; provided further that, as a prior condition to the entry Indemnitor assuming control of such defense, the Indemnitor must: (x) verify to the Indemnitee in writing that such Indemnitor shall be fully responsible (with no reservation of any judgment with respect rights) for all Losses relating to such claim for indemnification and that it is and will provide full indemnification (whether or not otherwise required hereunder) to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement Indemnitee with respect to such matter); provided action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder and (y) confirm that no settlement it agrees that it unconditionally guarantees the payment and performance of a Joint Defense Proceeding any liability or obligation which may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person arise with respect to the settlement such action, lawsuit, proceeding or judgment.investigation; and provided further, that:

Defense of Claims. An Indemnified Person seeking indemnification Except as otherwise set forth in the last sentence of this Section 9.6, in connection with any claim which may give rise to indemnity under this Article IX shall give written notice to 9 resulting from or arising out of any claim or Action against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In relevant Indemnitee, assume the defense of any such claim or Action, to the extent that regardthe claim or Action relates only to monetary damages and not the Transferred Assets or the ability to exploit the Transferred Assets, if any Proceeding shall be brought or asserted by any third party whichand such Indemnifying Party provides assurances, if adversely determinedreasonably satisfactory to such Indemnitee, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an in full if such claim or Action is decided adversely. The Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding claim or Action (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment acceptance of counsel shall not be unreasonably withheld by the Indemnitee), shall take all steps reasonably satisfactory to both partiesnecessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party elects to assume and control shall have assumed the defense of a Proceedingany claim or Action in accordance with this Section 9.6, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense authorized to consent to a settlement of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect arising from, any such claim or Action, to the matter extent that the settlement or enter into any settlement with respect to judgment requires only the matter which judgment payment of monetary damages, includes no injunctive provisions or settlement does not release performance requirements of Indemnitee and includes no admission of guilt or liability. Or in the other alternative, the Indemnifying Party from all liability to the third party with respect thereto without the will seek consent of the other Party, Indemnitee (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (it but not control) the defense of any such action, with its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Action being understood defended by the Indemnifying Party pursuant to this Section 9.6. If the Indemnifying Party does not assume the defense of any claim or Action resulting therefrom in accordance with the terms of this Section 9.6, or the Indemnifying Party does not acknowledge to the Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the Parties) or the Indemnifying Party does not provides assurances, reasonably satisfactory to such Indemnitee, that the extent to which any Indemnifying Party will be obligated financially able to pay for Damages resulting from satisfy such matter claim in full if such claim or Action is decided adversely, such Indemnitee may defend against such claim or Action in such manner as compared to it may deem reasonably appropriate at the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry cost of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentParty.

Defense of Claims. An Indemnified (i) If any Buyer Indemnitee receives notice of the assertion or commencement of any claim, action or proceeding made or brought by any Person seeking who is neither a party to this Agreement nor an affiliate of a party to this Agreement (a “Third Party Claim”) with respect to which indemnification under this Article IX is to be sought from the Seller, the Buyer Indemnitee shall give the Seller reasonably prompt written notice thereof, but in any event such notice shall not be given later than forty-five (45) calendar days after the Buyer Indemnitee’s receipt of written notice of such Third Party Claim. To the extent known, such written notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Buyer Indemnifiable Loss that has been or may be sustained by the Buyer Indemnitee. The Seller will have the right to participate in or, by giving written notice to the Indemnifying Party of the facts and circumstances giving rise Buyer Indemnitee, to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory of any Third Party Claim by the Seller’s own counsel, the cost for which shall be borne by the Seller to the Indemnified Person. Neither extent that Buyer Indemnifiable Losses exceed the Indemnified Person nor Indemnity Basket and shall, to such extent, be taken into account in calculating the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent aggregate amount of the other Party, which consent Seller’s liability for Buyer Indemnifiable Losses under the Indemnity Cap. The Buyer Indemnitee shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from cooperate in good faith in such matter as compared to the other Party shall be considered in determining whether it is reasonable for defense at such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesBuyer Indemnitee’s own expense. If there shall be a settlement the Seller elects not to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, assume the defense of which the Indemnifying any Third Party elected to assumeClaim, the Indemnifying Buyer Indemnitee may compromise or settle such Third Party shall indemnify Claim over the Indemnified Person with respect to objection of the Seller, which settlement or judgmentcompromise shall conclusively establish the Seller’s liability pursuant to this Agreement.

Defense of Claims. An If a Third Party Claim is made against an Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, (a) the Contributor will be entitled to participate in the defense thereof and, (b) if it so electschooses, shall to assume and control the defense of thereof with counsel selected by the Contributor, provided that in connection with such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of assumption such counsel is reasonably satisfactory to the Indemnified Person and Party. Should the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may Contributor so elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a ProceedingThird Party Claim, it the Contributor will provide notice thereof within thirty (30) days after not be liable to the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, Party for any legal expenses subsequently incurred by the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in connection with the defense thereof, but the fees and expenses thereof unless (i) employment of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Contributor, (ii) the Indemnified Party shall have been advised by its counsel that there may be a conflict of interest between the Indemnified Party and the Contributor in writing the defense of such action (in which case the Contributor shall not have the right to direct the defense of such action on the Indemnified Party’s behalf), or (biii) the Indemnifying Party has Contributor shall have failed to contest or defend such action within a reasonable time or failed to continue to employ counsel satisfactory to the Indemnified Party, in any of which cases the fees and expenses of the Indemnified Party’s counsel shall be at the Contributor’s cost and expense and subject to the indemnity provided for hereunder. If the Contributor elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Contributor in connection with such defense and employ counsel (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Contributor’s prior written consent, as the case may be. If the Contributor shall assume the defense of any Third Party Claim, the Contributor shall not settle, compromise or discharge such Third Party Claim without the prior written consent of each applicable Indemnified Party, unless such settlement, compromise or discharge includes a complete release of each such Indemnified Party reasonably satisfactory to such Indemnified Party. If the Contributor shall assume the defense of any Third Party Claim, except as provided above, the Indemnified PersonParty shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. Neither If the Contributor does not assume the defense of any such Third Party Claim, the Indemnified Person nor the Indemnifying Party may consent defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the entry Contributor of any judgment with respect such terms and the Contributor will promptly reimburse the Indemnified Party upon written request. Anything contained in this Agreement to the matter or enter into any settlement with respect to contrary notwithstanding, the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent Contributor shall not be unreasonably withheld (it being understood entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the extent to which any Indemnified Party will be obligated to pay for Damages resulting from such matter as compared or unless the Contributor has demonstrated to the other Indemnified Party shall be considered in determining whether it is reasonable for such Party financial capacity to withhold meet its consent from the entry of any judgment or settlement obligations with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Third Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentClaim.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an The Indemnifying Party shall not relieve have 30 business days after receipt of the Indemnifying Party of Litigation Notice to notify the Claimant that it acknowledges its obligations hereunder except obligation to indemnify and hold harmless the Claimant with respect to the extent such failure shall have harmed Indemnity Loss set forth in the Indemnifying Party. The Indemnifying Party, if Litigation Notice and that it so elects, shall assume elects to conduct and control the defense of such Proceeding (and shall consult with the Indemnified Person any legal or administrative action or suit with respect theretoto an indemnifiable claim (the "Election Notice"), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects fails to assume and control give a Disagreement Notice or does not give the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingforegoing Election Notice, the Indemnified Person Claimant shall have the right to employ defend, contest, settle, or compromise such action or suit in the exercise of its exclusive discretion. If the Indemnifying Party gives the foregoing Election Notice, the Indemnifying Party shall have the right to undertake, conduct, and control, through counsel separate from counsel employed by of its own choosing and at its sole expense, the conduct and settlement of such action or suit, and the Claimant shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (a) the Indemnifying Party shall not thereby consent to the imposition of any such injunction against the Claimant, or pay or settle any action and or suit that affects the Claimant, any Seller or any Buyer, without the written consent of the Claimant which consent shall not be unreasonably withheld; (b) the Indemnifying Party shall permit the Claimant to participate in such conduct or settlement through counsel chosen by the defense thereofClaimant, but the fees and expenses of such counsel employed shall be borne by the Indemnified Person Claimant except as provided in clause (c) below; (c) upon a final determination of such action or suit, the Claimant, to the extent required under and in accordance with this Article XII, shall be at paid for the expense full amount of any Indemnity Loss incurred by the Claimant except for fees and expenses of counsel that the Claimant incurred after the assumption of the Indemnified Person unless (a) the employment thereof has been specifically authorized conduct and control of such action or suit by the Indemnifying Party in writing good faith; and (d) the Claimant shall have the right to pay or (b) settle any such action or suit, provided that in such event the Claimant shall waive any right to indemnity therefor by the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with no amount in respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party thereof shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentclaimed as an Indemnity Loss under this Article XII.

Defense of Claims. An Indemnified Person seeking If a party hereto seeks indemnification under this Article IX Section 7, such party (the “Indemnified Party”) shall give written notice (“Notice of Loss”) to the other party (the “Indemnifying Party Party”) of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding suit, action, claim, liability or obligation (a “Proceeding”) shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Party to indemnity pursuant to this Article IXSection 7, the Indemnified Person Party shall within thirty (30) 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided provided, however, that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person Party to full indemnity pursuant to this Article IXSection 7, the Indemnified Person Party may elect to participate in the a joint defense of such Proceeding (a "“Joint Defense Proceeding"”) for which the expenses of such joint defense will be shares shared equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) 30 days after the Indemnified Person Party has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person Party shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing writing, or (bii) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Personcounsel. Neither the Indemnified Person nor the The Indemnifying Party may consent to the entry shall not be liable for any settlement of any judgment with respect Proceeding, the defense of which it has elected to the matter or enter into any assume, which settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto is effected without the written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall indemnify the Indemnified Person Party with respect to the settlement or judgment. If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim which may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Parties may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or Proceeding if all Indemnifying Party of the facts and circumstances giving rise Parties with respect to such claim or Proceeding jointly acknowledge to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee’s right to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party hereto in respect of the same in writing, specifying in detail the basis entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and the facts pertaining thereto; provided provide assurances, reasonably satisfactory to such Indemnitee, that the failure Indemnifying Parties will be financially able to so notify an Indemnifying Party shall not relieve satisfy their respective Pro Rata Portions of such claim in full if such claim or Proceeding is decided adversely. If the Indemnifying Party Parties assume the defense of its obligations hereunder except to the extent any such failure shall have harmed claim or Proceeding, the Indemnifying Party. The Indemnifying Party, if it so elects, Parties shall assume and control select counsel reasonably acceptable to such Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such any claim or Proceeding is not a Joint Defense Proceedingin accordance with this Section 9.04, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person Parties shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment either concurrently with respect the effectiveness thereof or shall obtain and deliver to such Indemnitees prior to the matter or enter into any execution of such settlement with respect to a general release executed by the matter which judgment or settlement does Person not release the other Party from all liability to the third a party with respect thereto without the consent of the other Partyhereto, which consent general release shall release such Indemnitee from any liability in such matter; provided, further, that the Indemnifying Parties shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and provided, further, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, officers, employees, consultants and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim. If there Such Indemnitee shall be a settlement entitled to which the Indemnifying Party consents or a final judgment for the plaintiff participate in any Proceeding, (but not control) the defense of which any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party elected Parties in the defense of any claim or Proceeding being defended by the Indemnifying Parties pursuant to assumethis Section 9.04. If the Indemnifying Parties do not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Parties, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Party Parties shall indemnify have the Indemnified Person with respect burden to prove by a preponderance of the settlement evidence that such Indemnitee did not defend such claim or judgmentProceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an The Indemnifying Party shall not relieve have twenty (20) calendar days after receipt of the Indemnifying Party of Litigation Notice to notify the Claimant that it acknowledges its obligations hereunder except obligation to indemnify and hold harmless the Claimant with respect to the extent such failure shall have harmed Indemnity Loss set forth in the Indemnifying Party. The Indemnifying Party, if Litigation Notice and that it so elects, shall assume elects to conduct and control the defense of such Proceeding (and shall consult with the Indemnified Person any legal or administrative action or suit with respect theretoto an identifiable claim (the “Election Notice”), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control gives a Disagreement Notice or does not give the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingforegoing Election Notice, the Indemnified Person Claimant shall have the right to employ defend, contest, settle or compromise such action or suit in the exercise of its sole discretion; provided, however, that the right of the Claimant to indemnification hereunder shall not be conclusively established thereby. If the Indemnifying Party gives the foregoing Election Notice and provides information satisfactory to the Claimant in its sole discretion confirming the Indemnifying Party’s financial capacity to defend such Indemnity Loss and provide indemnification with respect to such Indemnity Loss, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel separate from counsel employed by satisfactory to the Claimant and at the Indemnifying Party’s sole expense, the conduct and PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION VERSION settlement of such action or suit, and the Claimant shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (a) the Indemnifying Party shall not thereby consent to the imposition of any such action and injunction against the Claimant without the prior written consent of the Claimant, (b) the Indemnifying Party shall permit the Claimant to participate in such conduct or settlement through legal counsel chosen by the defense thereofClaimant, but the fees and expenses of such legal counsel employed shall be borne by the Indemnified Person Claimant, except as provided in clause (c) below, (c) upon a final determination of such action or suit, the Indemnifying Party shall be at promptly reimburse the expense Claimant, to the extent required under this Article VI, for the full amount of any Indemnity Loss incurred by the Claimant, except fees and expenses of legal counsel that the Claimant incurred after the assumption of the Indemnified Person unless (a) the employment thereof has been specifically authorized conduct and control of such action or suit by the Indemnifying Party in writing good faith and (d) the Claimant shall have the right to pay or (b) settle any such action or suit; provided, however, that in the event of such payment or settlement, the Claimant shall waive any right to indemnity therefor by the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with no amount in respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party thereof shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentclaimed as an Indemnity Loss under this Article VI.

Defense of Claims. An Each Indemnified Person seeking indemnification under this Article IX shall give written notice Party agrees to the Indemnifying Party notify Hertz of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall claim made against it for which Hertz may be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity liable pursuant to this Article IXAgreement and, the Indemnified Person if Hertz requests, to contest or allow Hertz to contest such claim. If any Operating Lease Event of Default shall within thirty (30) days notify the Indemnifying Party of the same in writinghave occurred and be continuing, specifying in detail the basis of such claim no contest shall be required, and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party any contest which has begun shall not relieve be required to be continued to be pursued, unless arrangements to secure the Indemnifying Party payment of its Hertz’s obligations hereunder except pursuant to the extent Leases and to this Agreement have been made and such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel arrangements are reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person Parties. Hertz may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in settle any such action and to participate in claim with the defense thereof, but the fees and expenses of such counsel employed by the related Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party’s consent, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party withheld. Hertz will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with respect Hertz’s assertion of such claim or defense. Hertz agrees that no Indemnified Person will be liable to Hertz for any claim caused directly or indirectly by the settlement inadequacy of any Vehicle leased by Hertz for any purpose or judgmentany deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of Hertz. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require Hertz to indemnify either Lessor for any of such Lessor’s acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which Hertz may have against the Manufacturer.

Defense of Claims. An If a claim for indemnity is to be made by a Purchaser Indemnitee or Seller Indemnitee (an "Indemnified Person") against Seller or Purchaser, as the case may be (the "Indemnifying Person"), the Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Person as soon as practical after the Indemnified Person becomes aware of any fact, condition or event which may give rise to indemnity pursuant to a claim for which indemnification may be sought under this Article IX7. If any lawsuit or enforcement action is filed against an Indemnified Person, written notice thereof shall be given to the Indemnifying Person as promptly as practicable (and in any event within 15 days after the service of the citation or summons). After such notice, if the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Person shall be entitled, if it so elects to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Person's cost, risk and expense, provided that the Indemnifying Person and its counsel shall proceed with diligence and in good faith with respect thereto. The Indemnified Person shall cooperate in all reasonable respects with the Indemnifying Person and such attorneys in the investigation, trial and defenses of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnified Person may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action or any appeal arising therefrom. If the Indemnifying Person has acknowledged to the Indemnified Person its obligation to indemnify hereunder, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of not settle such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought lawsuit or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such enforcement action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the prior written consent of the other PartyIndemnifying Person, which consent shall not be unreasonably withheld (it being understood that withheld, and, if the extent to which any Party will be obligated to pay for Damages resulting from Indemnifying Person has not so acknowledged its obligation, the Indemnified Person shall not settle such matter as compared lawsuit or enforcement action without 20 days prior notice to the other Party shall be considered Indemnifying Person. Notwithstanding anything to the contrary contained in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which this Section 7.4, if the Indemnifying Party consents Person fails to respond to any service of citation or a final judgment for the plaintiff in any Proceedingnotice contemplated herein, or to prosecute the defense of which the Indemnifying Party elected to assumesuch action or lawsuit in a diligent manner, the Indemnifying Party shall indemnify the Indemnified Person with respect shall be entitled to notify the Indemnifying Person in writing and take over the defense in such matter and to settle the action or lawsuit following 20 days prior notice to the settlement or judgmentIndemnifying Person both at the expense of the Indemnifying Person.

Defense of Claims. An Indemnified Person seeking In connection with any claim for which indemnification has been sought under this Article IX shall give X resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto (a “Third Party Claim”), the Indemnifying Party may assume the defense of any such claim or Proceeding (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee. If the Indemnifying Party Parties shall have assumed the defense of any claim or Proceeding in accordance with this Section 10.4, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof (less any unapplied portion of the facts Minimum Amount and circumstances giving rise up to the Maximum Amount); provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete and full release with prejudice of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. In that regard, if any Proceeding Each Indemnitee shall be brought entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Parties in the defense of any claim or asserted Proceeding being defended by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity Indemnifying Parties pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party Section 10.4. The assumption of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify any defense hereunder by an Indemnifying Party shall not relieve be deemed an admission of responsibility for the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesunderlying claim. If the Indemnifying Party elects to Parties do not assume and control the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 10.4, such Indemnitee must defend against such claim or Proceeding. The Indemnitee shall not pay, or permit to be paid, any part of the Third Party Claim unless the Indemnifying Parties consent in writing to such payment or unless a Proceedingfinal judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnitee assumes the defense of any such claims or proceeding in accordance with this section and proposes to settle such claims or proceedings prior to a final judgment thereon or to forego any appeal with respect thereto, it will provide then the Indemnitee shall give the Indemnifying Party prompt written notice thereof within thirty (30) days after and the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnifying Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing settlement or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, reassume the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement such claims or judgmentproceeding.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim which may give rise to indemnity under this Article IX shall give written notice to resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In that regardrelevant Indemnitee, assume the defense of any such claim or Proceeding if any the Indemnifying Party with respect to such claim or Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle acknowledges to the Indemnified Person Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provide assurances, reasonably satisfactory to this Article IXsuch Indemnitee, the Indemnified Person shall within thirty (30) days notify that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an in full if such claim or Proceeding is decided adversely. The Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control shall have assumed the defense of a Proceedingany claim or Proceeding in accordance with this Section 9.6, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in shall not (without the defense thereof, but the fees and expenses written consent of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (aeach Indemnitee) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, unless such settlement or order shall provide for the unconditional release of all Indemnitees. If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with respect its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Representatives to, cooperate fully with the Indemnifying Party in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 9.6. If the matter or enter into any settlement with respect to the matter which judgment or settlement Indemnifying Party does not release assume the other Party from all liability to defense of any claim or Proceeding resulting therefrom in accordance with the third party with respect thereto terms of this Section 9.6, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, provided that the Indemnitee may not settle such claim or Proceeding without the written consent of the other Party, Indemnifying Party (which consent shall not be unreasonably withheld (it being understood or delayed), and provided further that the extent to which any Indemnifying Party will shall be obligated to pay for Damages resulting from such matter Indemnitee’s attorneys’ fees and costs promptly as compared to the other Party shall be considered they are incurred in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement such claim or judgmentProceeding.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written Upon receipt by Indemnitor of a notice from Indemnitee with respect to the Indemnifying Party any claim of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any a third party whichagainst Indemnitee, if adversely determinedand acknowledgment by Indemnitor (whether after resolution of a dispute or otherwise) of Indemnitee's right to indemnification hereunder with respect to such claim, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, Indemnitor shall assume and control the defense of such Proceeding (and shall consult claim with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to Indemnitee and Indemnitee shall cooperate to the Indemnified Person extent reasonably requested by Indemnitor in defense or prosecution thereof and the payment of expenses; provided that shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Indemnitor in the event any Proceeding connection therewith. If Indemnitor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person acknowledge Indemnitee's right to full indemnity pursuant to this Article IX, the Indemnified Person may indemnification and elect to participate in assume the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceedingclaim, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of Indemnitee. If Indemnitor has assumed the Indemnified Person unless (a) defense of any claim against Indemnitee, Indemnitor shall have the employment thereof right to settle any claim for which indemnification has been specifically authorized by sought and is available hereunder; provided that, to the Indemnifying Party in writing extent that such settlement requires Indemnitee to take, or (b) prohibits Indemnitee from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the Indemnifying Party has failed to prior written consent of Indemnitee. If Indemnitor does not assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the a third party with respect thereto without claim and disputes Indemnitee's right to indemnification, Indemnitor shall have the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered participate in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which such claim through counsel of its choice, at Indemnitor's expense, and Indemnitee shall have control over the Indemnifying Party elected litigation and authority to assumeresolve such claim subject to this Section 8.3. If the Lancashires, as the Indemnifying Party shall indemnify indemnifying party, fail to give written notice to DPRC, as the Indemnified Person with respect indemnified party, of the Lancashires' intention to contest or settle any such claim within 20 calendar days after DPRC has notified the Lancashires that any such claim has been made in writing and received by DPRC, or if any such notice is given but any such claim is not properly contested by the Lancashires, notwithstanding any provision herein to the settlement contrary, DPRC shall have the right to satisfy and discharge the same by payment, compromise or judgmentotherwise, in accordance with the procedures set forth in the Escrow Agreement. DPRC's rights, benefits and privileges, and the Lancashires' liabilities, obligations and commitments, under and pursuant to the Escrow Agreement are more specifically described therein and incorporated herein by this reference.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if case any Proceeding legal action shall be brought commenced or asserted by any third party which, if adversely determined, would entitle threatened (provided that in the case of a threatened legal action the Indemnified Person Party believes in good faith that an indemnifiable Loss is likely to indemnity pursuant to this Article IXoccur) against an Indemnified Party that could result in a Loss, the Indemnified Person Party shall within thirty (30) days promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an . The Indemnifying Party shall not relieve have the Indemnifying Party right, exercisable by written notice promptly after receipt of its obligations hereunder except the notice, (A) to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall participate in and (B) assume (and control control) the defense of such Proceeding (the action, at its own expense and shall consult with the Indemnified Person with respect thereto)its own counsel, including the employment of provided counsel is reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesParty. If the Indemnifying Party elects to assume and control the defense of a Proceedingthe action, it will provide notice thereof within thirty (30) days after the Indemnifying Party shall keep the Indemnified Person has given notice Party informed of the matter all material developments and if such Proceeding is not a Joint Defense Proceeding, events and the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by participate in (but not control) the defense of the action. However, the Indemnified Party shall bear its own expenses of participation except as set forth in the following sentence. The Indemnifying Party in any such action and to participate in shall bear the defense thereof, but the reasonable fees and expenses of such counsel employed retained by the Indemnified Person shall be at the expense of Party if (i) the Indemnified Person unless (a) Party shall have retained counsel due to actual or potential conflicting interests between the employment thereof has been specifically authorized by Indemnified Party and the Indemnifying Party in writing or Party, (bii) the Indemnifying Party has failed shall not elect to assume the defense and employ of the action, (iii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor Party, or (iv) the Indemnifying Party may consent has authorized the employment of counsel for the Indemnified Party to handle the entry defense of the action at the expense of the Indemnifying Party. In no event will the Indemnifying Party be liable for any judgment settlement or admission of liability with respect to any action without its prior written consent, which shall not be unreasonably withheld, but if settled with this consent, the matter Indemnifying Party shall be liable for payment of the settlement or enter into any settlement with respect judgment amount, subject to the matter which judgment limitations set forth in this Section 9. The Indemnifying Party may not settle any liability or settlement does not release the other Party from all liability claim subject to the third party with respect thereto indemnification pursuant to this Section 9 without the consent of the other Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, which consent and shall not be unreasonably withheld (it being understood that construed as a waiver of its right to deny the extent obligation to which any Party will be obligated to pay for Damages resulting from such matter indemnify the Indemnified Party. The giving of notice as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); above provided that no settlement of a Joint Defense Proceeding may loss, damage, cost or expense claimed to be effected without the consent of both parties. If there indemnifiable shall be a settlement prerequisite to which any obligation to indemnify. However, the Indemnifying Party consents Indemnified Party's rights pursuant to this Section 9 shall not be forfeited by reason of a failure to give the required notice or to cooperate in the defense to the extent the failure does not have a final judgment for the plaintiff in any Proceeding, material and adverse effect on the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentmatter.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice Upon receipt of a Claim Notice from an ----------------- Indemnitee with respect to the Indemnifying any Third Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXClaim, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure Indemnitor shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects right to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30and any related settlement negotiations) days after with counsel reasonably satisfactory to such Indemnitee and the Indemnified Person has given notice of the matter and if Indemnitee shall cooperate in all reasonable respects in such Proceeding is not a Joint Defense Proceeding, the Indemnified Person defense. The Indemnitee shall have the right to employ separate counsel separate from counsel employed by the Indemnifying Party at such Indemnitee's expense in any such action or claim and to participate in the defense thereof; provided, but however, that the reasonable fees and expenses of such counsel employed by the Indemnified Person Indemnitee shall be at the expense of the Indemnified Person unless (a) Indemnitor if such counsel is retained pursuant to the following sentence or if the employment thereof of such counsel has been specifically authorized in writing by the Indemnifying Party in writing or (b) Indemnitor. If the Indemnifying Party has failed Indemnitor does not notify the Indemnitee within 30 days after receipt of the Claim Notice of its intention to assume the defense and employ of such Third Party Claim, the Indemnitee shall have the right to defend the claim with counsel of its choosing reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent Indemnitor, subject to the entry right of the Indemnitor to assume the defense of any judgment with respect claim at any time prior to settlement or final determination thereof. Notwithstanding anything to the matter contrary contained in this Section 8.4, (i) the Indemnitee shall have the right to employ separate counsel at its own expense if there shall be available one or enter into any settlement with respect more defenses or one or more counterclaims available to the matter Indemnitee which judgment conflicts with one or settlement does not release the other Party from all liability more defenses or one or more counterclaims available to the third party with respect thereto without Indemnitor, and (ii) the consent of the other Party, which consent Indemnitor shall not be unreasonably withheld entitled to control (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party but shall be considered entitled participate at its own expense in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matterdefense of); provided that no settlement of a Joint Defense Proceeding may be effected without , and the consent of both parties. If there Indemnitee shall be a settlement entitled to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedinghave sole control over, the defense or settlement of any Third Party Claim to the extent such Third Party Claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnitee which, if successful, could result in a material adverse effect upon the business, financial condition, results of operations or assets of the Indemnitee. The Indemnitee shall send a written notice to the Indemnitor of any proposed settlement of any claim, which settlement the Indemnifying Party elected Indemnitor may reject, in its reasonable judgment, within thirty (30) days of receipt of such notice. Failure to assumereject such notice within such thirty (30) days period shall be deemed an acceptance of such notice. Purchaser hereby agrees, on behalf of itself and, following the Closing, the Indemnifying Party Subsidiaries, that Seller shall indemnify have the Indemnified Person with respect right to assume the settlement or judgmentdefense of all items of litigation included within the Excluded Assets and Excluded Liabilities, and that counsels that have been retained to defend such items of litigation as of the Closing Date (all of whom have been disclosed to Purchaser) are reasonably acceptable to Purchaser.

Defense of Claims. An If any Buyer Indemnitee or Seller Indemnitee (the "Indemnified Person seeking Party") desires to make a claim against the party obliged to provide indemnification under this Article IX to such Indemnified Party (the "Indemnitor"), the Indemnified Party shall give written prompt notice in writing (a "Claim Notice") to the Indemnifying Party Indemnitor describing in reasonable detail the facts giving rise to any claim for indemnification hereunder promptly after the receipt of knowledge of the facts and circumstances giving rise upon which such claim is based (but in no event later than 10 days prior to the claimtime any response to the asserted claim is required). In that regardUpon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, such Indemnitor may control negotiations towards the resolution of any such claim without the necessity for litigation, and, if any Proceeding shall be brought or asserted by any third party whichlitigation ensues, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of thereof at such Proceeding (Indemnitor's cost and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided that Indemnified Party shall extend reasonable cooperation in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying The Indemnified Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither Party shall have reasonably concluded, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it, or to any other Indemnified Person nor the Indemnifying Party may consent who has submitted a Claim Notice to the entry Indemnitor, which are different from or additional to those available to the Indemnitor, in either of any judgment which events such fees and expenses shall be borne by the Indemnitor (but in no event shall the Indemnitor be required to pay the fees and expenses of more than one counsel employed by more than one Indemnified Party with respect to any claim) and the matter Indemnitor shall not have the right to direct the defense of any such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim for monetary damages for which indemnification has been sought and is available hereunder; provided, however, that neither Indemnitor nor the Indemnified Party shall settle, compromise or enter into make any settlement with respect to the matter disposition of any claim under this Article IX which judgment would or settlement does not release the other Party from all may result in liability to the third party with respect thereto Indemnified Party or Indemnitor, respectively, without the written consent of the other PartyIndemnitee or Indemnitor, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay respectively. No claim for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment indemnification under Section 9.1(a)(i) or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding Section 9.1(b) may be effected without made more than one year after the consent Closing Date. No claim to indemnification under Section 9.1(a)(iii) may be made more than three years after the date of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense filing of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentSeller's 0000 Xxxxxx Xxxxxx federal income tax return.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX Section 8 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if the Indemnifying Party of the facts and circumstances giving rise with respect to such claim or Proceeding acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant hereto to this Article IXthe extent provided herein (as such claim may have been modified through written agreement of the parties) and provides assurances, the Indemnified Person shall within thirty (30) days notify reasonably satisfactory to such Indemnitee, that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and to the facts pertaining theretoextent provided herein if such claim or Proceeding is decided adversely; provided PROVIDED, HOWEVER, that the failure nothing set forth herein shall be deemed to so notify an Indemnifying Party shall not relieve require the Indemnifying Party of its obligations hereunder except to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto)Party shall determine, including upon the employment written advice of counsel reasonably satisfactory to counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Person and the payment of expenses; provided that Party in the event any Proceeding connection with such Proceeding. The Indemnifying Party shall be brought or asserted by any third party which, if adversely determined, would not entitle obligated to pay the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the reasonable fees and expenses of such joint defense will be shares equally separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such parties and the employment of counsel shall be reasonably satisfactory to both partiesclaim or Proceeding under this Section 8(d). If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this Section 8(d), but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the prior written consent of such Indemnitee, not to be unreasonably withheld; PROVIDED, HOWEVER, that the other PartyIndemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; PROVIDED FURTHER, which consent that the Indemnifying party shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and PROVIDED FURTHER, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, directors, officers, employees and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim, including any reasonably foreseeable collateral consequences thereof. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assume, this Section 8(d). If the Indemnifying Party shall indemnify does not assume the Indemnified Person defense of any claim or Proceeding resulting therefrom in accordance with respect the terms of this Section 8(d), such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the settlement Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or judgmentProceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the burden to prove by a preponderance of the evidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by If any third party whichshall notify any Indemnified Buyer Party or Indemnified Seller Party, as the case may be (an “Indemnitee”) with respect to any matter which may give rise to a claim for indemnification against an indemnifying party under this Section 14 (an “Indemnitor”), then the Indemnitee shall, if adversely determineda claim is to be made against an Indemnitor under this Section 14, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days promptly notify the Indemnifying Party of the same Indemnitor thereof in writing, specifying in detail the basis of such claim writing and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except thereafter deliver to the extent Indemnitor copies of all notice and documents (including court papers) received by the Indemnitee with respect to such failure shall have harmed the Indemnifying Partythird-party claim. The Indemnifying PartyUpon receipt by an Indemnitor of a notice from any Indemnitee, if it so electswith respect to any claim of a third party against Indemnitee, shall without assuming or acknowledging liability, Indemnitor may assume and control the defense of such Proceeding (and shall consult claim with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to Indemnitee and Indemnitee shall cooperate to the Indemnified Person extent reasonably requested by Indemnitor in defense or prosecution thereof and the payment of expenses; provided that shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Indemnitor in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would connection therewith. If Indemnitor does not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in assume the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceedingclaim, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of Indemnitor. If Indemnitor has assumed the Indemnified Person unless (a) defense of any claim against Indemnitee, Indemnitor shall have the employment thereof right to settle any claim for which indemnification has been specifically authorized by sought and is available hereunder; provided that, to the Indemnifying Party in writing extent that such settlement requires Indemnitee to take, or (b) prohibits Indemnitee from taking, any action or purports to so obligate Indemnitee, then Indemnitor shall not settle such claim without the Indemnifying Party has failed to prior written consent of Indemnitee. If Indemnitor does not assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the a third party with respect thereto without claim and disputes Indemnitee’s right to indemnification, Indemnitor shall have the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered participate in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which such claim through counsel of its choice, at Indemnitor’s expense, and Indemnitee shall have control over the Indemnifying Party elected litigation and authority to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect resolve such claim subject to the settlement or judgmentthis Section 14.3.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX Section 7 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may but shall give not be obligated to (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding if the Indemnifying Party of the facts and circumstances giving rise with respect to such claim or Proceeding acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant hereto to this Article IXthe extent provided herein (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provides assurances, the Indemnified Person shall within thirty (30) days notify satisfactory to such Indemnitee, that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and to the facts pertaining theretoextent provided herein if such claim or Proceeding is decided adversely; provided provided, however, that the failure nothing set forth herein shall be deemed to so notify an Indemnifying Party shall not relieve require the Indemnifying Party of its obligations hereunder except to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto)Counsel shall determine, including upon the employment written advice of counsel reasonably satisfactory to counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Person and the payment of expenses; provided that Party in the event any Proceeding connection with such Proceeding. The Indemnifying Party shall be brought or asserted by any third party which, if adversely determined, would not entitle obligated to pay the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the reasonable fees and expenses of such joint defense will be shares equally separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such parties and the employment of counsel shall be reasonably satisfactory to both partiesclaim or Proceeding under this Section 7.4. If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this Section 7.4, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the prior written consent of such Indemnitee, not to be unreasonably withheld; provided, however, that the other PartyIndemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided, which consent further, that the Indemnifying Party shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and provided, further, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, directors, officers, employees and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim, including any reasonably foreseeable collateral consequences thereof. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assume, this Section 7.4. If the Indemnifying Party shall indemnify does not assume the Indemnified Person defense of any claim or Proceeding resulting therefrom in accordance with respect the terms of this Section 7.4, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or proceeding after giving notice of the same to the settlement Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or judgmentProceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the burden to prove by a preponderance of the evidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written Upon receipt by Indemnitor of a notice from ----------------- Indemnitee with respect to the Indemnifying Party any claim of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any a third party whichagainst Indemnitee, if adversely determinedand acknowledgment by Indemnitor (whether after resolution of a dispute or otherwise) of Indemnitee's right to indemnification hereunder with respect to such claim, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, Indemnitor shall assume and control the defense of such Proceeding (and shall consult claim with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to Indemnitee and Indemnitee shall cooperate to the Indemnified Person extent reasonably requested by Indemnitor in defense or prosecution thereof and the payment of expenses; provided that shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Indemnitor in the event any Proceeding connection therewith. If Indemnitor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person acknowledge Indemnitee's right to full indemnity pursuant to this Article IX, the Indemnified Person may indemnification and elect to participate in assume the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceedingclaim, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ its own counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of Indemnitee. If Indemnitor has assumed the Indemnified Person unless (a) defense of any claim against Indemnitee, Indemnitor shall have the employment thereof right to settle any claim for which indemnification has been specifically authorized by sought and is available hereunder; provided that, to the Indemnifying Party in writing extent that such settlement requires Indemnitee to take, or (b) prohibits Indemnitee from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the Indemnifying Party has failed to prior written consent of Indemnitee. If Indemnitor does not assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the a third party with respect thereto without claim and disputes Indemnitee's right to indemnification, Indemnitor shall have the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent right to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered participate in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which such claim through counsel of its choice, at Indemnitor's expense, and Indemnitee shall have control over the Indemnifying Party elected litigation and authority to assumeresolve such claim subject to this Section 12.3. If the Pledging Shareholders, as the Indemnifying Party shall indemnify indemnifying party, fail to give written notice to Purchaser, as the Indemnified Person with respect indemnified party, of the Pledging Shareholders' intention to contest or settle any such claim within 20 calendar days after Purchaser has notified the Pledging Shareholders that any such claim has been made in writing and received by Purchaser, or if any such notice is given but any such claim is not properly contested by the Pledging Shareholders, notwithstanding any provision herein to the settlement contrary, Purchaser shall have the right to satisfy and discharge the same by payment, compromise or judgmentotherwise, in accordance with the procedures set forth in the Escrow Agreement. Purchaser's rights, benefits and privileges, and the Pledging Shareholders' liabilities, obligations and commitments, under and pursuant to the Escrow Agreement are more specifically described therein and incorporated herein by this reference.

Defense of Claims. An Indemnified Person seeking indemnification (a) In connection with any claim that may give rise to indemnity under this Article IX resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto or an Indemnitee, the Indemnifying Parties shall give have the right, exercisable by written notice to the Indemnitee within 15 days of receipt of notice or, if later, five days prior to the date on which an answer to the complaint or similar process in such claim or Proceeding is due (as extended by the court or other tribunal), subject to Section 9.04(b), to assume the defense of any such claim or Proceeding (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee. The parties hereto shall use all reasonable efforts to obtain one or more extensions of the date on which an answer to the complaint or similar process in such claim or Proceeding is due, in order to enable the Indemnifying Parties to determine whether they desire to exercise such right to assume such defense. Prior to the assumption by an Indemnifying Party of the facts defense of any claim or Proceeding, the Indemnitee may make such appearances and circumstances giving rise filings with respect thereto as the Indemnitee reasonably determines to be necessary or appropriate (the claim. In that regard, if any Proceeding cost of which shall be brought or asserted by any third party which, if adversely determined, would entitle recoverable as indemnity from the Indemnified Person to indemnity Indemnifying Parties pursuant to this Article IXSection 9.01). If the Indemnifying Parties assume the defense of any such claim or Proceeding, the Indemnified Person Indemnifying Parties shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of select counsel reasonably acceptable to such claim and the facts pertaining thereto; provided that the failure Indemnitee to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control conduct the defense of such Proceeding (claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such any claim or Proceeding is not a Joint Defense Proceedingin accordance with this Section 9.04, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person Parties shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect to the matter arising from, any such claim or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto Proceeding, without the prior written consent of such Indemnitee, PROVIDED, HOWEVER, that (i) the other PartyIndemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof, which consent (ii) the Indemnifying Parties shall not be unreasonably withheld authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business, and (it being understood that the extent iii) a condition to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, officers, employees, consultants and agents with respect to such matterclaim. Subject to Section 9.04(b); provided that no settlement , such Indemnitee shall be entitled to participate in (but not control) the defense of a Joint Defense any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, reasonably cooperate with the Indemnifying Parties in the defense of any claim or Proceeding may being defended by the Indemnifying Parties pursuant to this Section 9.04, the reasonable cost of which shall be effected without recoverable as indemnity from the consent of both partiesIndemnifying Parties pursuant to Section 9.01. If there shall be a settlement to which the Indemnifying Party consents Parties do not assume the defense of any claim or a final judgment for Proceeding resulting therefrom in accordance with the plaintiff in any terms of this Section 9.04(a), such Indemnitee may defend against such claim or Proceeding, the defense reasonable cost of which shall be recoverable as indemnity from the Indemnifying Party elected Parties pursuant to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentSection 9.01.

Defense of Claims. An Indemnified Person seeking After receipt by CORE or Purchaser of notice of the existence of any claim made or threatened by a third party, to which the indemnification under this Article IX obligations hereunder apply, CORE shall give written notice thereof to Founder and Sellers, but the omission to so notify Founder and Sellers will not relieve Founder and Sellers from any liability except to the Indemnifying Party extent that Founder and Sellers shall have been materially prejudiced as a result of the facts failure in giving such notice. Such notice shall state the information then available regarding the amount and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis nature of such claim and shall specify the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party provision or provisions of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for Agreement under which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesliability or obligation is asserted. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty ten (3010) days after the Indemnified Person has given receiving such notice, Founder or any Seller gives written notice of the matter to CORE stating that he or it disputes and if intends to defend against such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right claim at Founder or Seller's own cost and expense (subject to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, CORE which consent shall not be unreasonably withheld (it being understood that the extent to but which any Party will consent may be obligated conditional upon bonding or other evidence of ability to pay for Damages resulting from upon a judgment) provided Seller's or Founder's counsel in such matter defense is acceptable to CORE, then CORE shall make no payment on such claim as compared long as Seller is conducting a good faith and diligent defense. Notwithstanding anything herein to the other Party contrary, CORE and Purchaser shall at all times have the right to fully participate in such defense at CORE's and Purchaser's own expense directly or through counsel; provided, however, if the named parties to the action include both (i) any Seller or Founder and (ii) Purchaser or CORE and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of one separate counsel for CORE or Purchaser shall be considered in determining whether it paid by Founder and Sellers. If no timely notice of intent to dispute and defend is reasonable for given by any Seller or Founder, or if such Party diligent good faith defense is not being or ceases to withhold its consent from be conducted, after written notice to Founder and Sellers and the entry failure of any judgment Seller to initiate or settlement with respect to conduct such matter); provided that no settlement a defense within ten (10) days after such notice, CORE, at the expense of a Joint Defense Proceeding may be effected without the consent of both parties. If there Founder and Sellers, shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, undertake the defense of which such claim, liability or expense, and shall have the Indemnifying Party elected right to assumecompromise or settle the same. If such claim, liability or expense is one that by its nature cannot be defended solely by a Founder or Seller then CORE and Purchaser shall make available all information and assistance that Founder or Sellers may reasonably request and shall cooperate with the Indemnifying Party Founder or Sellers in such defense provided, Founder or Sellers shall indemnify the Indemnified Person with respect to the settlement or judgmentreimburse CORE and Purchaser for their costs and expenses in providing such assistance.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX Section 8 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if the Indemnifying Party of the facts and circumstances giving rise with respect to such claim or Proceeding acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant hereto to this Article IXthe extent provided herein (as such claim may have been modified through written agreement of the parties) and provides assurances, the Indemnified Person shall within thirty (30) days notify reasonably satisfactory to such Indemnitee, that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and to the facts pertaining theretoextent provided herein if such claim or Proceeding is decided adversely; provided PROVIDED, HOWEVER, that the failure nothing set forth herein shall be deemed to so notify an Indemnifying Party shall not relieve require the Indemnifying Party of its obligations hereunder except to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto)Party shall determine, including upon the employment written advice of counsel reasonably satisfactory to counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Person and the payment of expenses; provided that Party in the event any Proceeding connection with such Proceeding. The Indemnifying Party shall be brought or asserted by any third party which, if adversely determined, would not entitle obligated to pay the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the reasonable fees and expenses of such joint defense will be shares equally separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such parties and the employment of counsel shall be reasonably satisfactory to both partiesclaim or Proceeding under this Section 8(d). If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing claim or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify select counsel reasonably acceptable to such Indemnitee to conduct the Indemnified Person with respect to defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement or judgment.thereof and shall at all times diligently and promptly pursue the resolution thereof. If

Defense of Claims. An Any Buyer Indemnitee or Seller Indemnitee ----------------- (the "Indemnified Person Party") seeking indemnification under this Article IX Agreement shall ----------------- give written notice to the Indemnifying party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a ---------- notice (a "Claim Notice") describing in reasonable detail the facts giving rise ------------ to any claim for indemnification hereunder promptly upon learning of the facts and circumstances giving rise to the existence of such claim. In that regardUpon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and, in such event, shall agree to pay and otherwise discharge with the Indemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses related thereto; and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying Party elects to Indemnitor does not assume and control the defense of a Proceedingthereof, it will provide notice thereof within thirty (30) days after the Indemnitor shall similarly cooperate with the Indemnified Person has given notice of the matter and if Party in such Proceeding is not a Joint Defense Proceeding, the defense or prosecution. The Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofor prosecution of any lawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry shall have reasonably concluded that there exists a significant conflict of any judgment interest with respect to the matter or enter into conduct of such Indemnified Party's defense by the Indemnitor, in either of which events such fees and expenses shall be borne by the Indemnitor and the Indemnitor shall not have the right to direct the defense of any settlement with respect such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim solely for monetary damages for which indemnification has been sought and is available hereunder, provided that the Indemnitor shall not agree to the matter -------- settlement of any claim which judgment or constitutes the subject of a Claim Notice which settlement does not release in the other reasonable opinion of the Indemnified Party from all liability to would have an adverse continuing effect on the third party with respect thereto business of the Indemnified Party without the prior written consent of the other Indemnified Party. The Indemnified Party shall give written notice to the Indemnitor of any proposed settlement of any suit, which consent settlement the Indemnitor may, if it shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, have assumed the defense of the suit, reject in its reasonable judgment within 10 days of receipt of such notice. Notwithstanding the foregoing the Indemnified Party shall have the right to pay or settle any suit for which indemnification has been sought and is available hereunder, provided that, if the Indemnifying Party elected to assumedefense of such claim shall have been -------- assumed by the Indemnitor, the Indemnifying Indemni-fied Party shall indemnify the Indemnified Person with respect automatically be deemed to the settlement or judgmenthave waived any right to indemnification hereunder.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim which may give rise to indemnity under this Article IX shall give written notice to ARTICLE VIII resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party of the facts and circumstances giving rise may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the claim. In that regardrelevant Indemnitee, assume the defense of any such claim or Proceeding if any the Indemnifying Party with respect to such claim or Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle acknowledges to the Indemnified Person Indemnitee the Indemnitee's right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provide assurances, reasonably satisfactory to this Article IXsuch Indemnitee, the Indemnified Person shall within thirty (30) days notify that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent in full if such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such claim or Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesis decided adversely. If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this SECTION 8.05, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment either concurrently with respect the effectiveness thereof or shall obtain and deliver to such Indemnitees prior to the matter or enter into any execution of such settlement with respect to a general release executed by the matter which judgment or settlement does Person not release the other Party from all liability to the third a party with respect thereto without the consent of the other Partyhereto, which consent general release shall release such Indemnitee from any liability in such matter; PROVIDED, FURTHER, that the Indemnifying Party shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and PROVIDED, FURTHER, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, officers, employees, consultants and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assumethis SECTION 8.05. If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this SECTION 8.05, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Party shall indemnify have the Indemnified Person with respect burden to prove by a preponderance of the settlement evidence that such Indemnitee did not defend such claim or judgmentProceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX If any party hereto (the "Indemnitee") receives notice or otherwise obtains knowledge of any Matter with respect to which the other party hereto (the "Indemnifying Party") may become obligated to hold harmless or indemnify the Indemnitee, then the Indemnitee shall give written notice promptly deliver to the Indemnifying Party a written notice describing such Matter in reasonable detail and specifying the estimated amount of the facts and circumstances giving rise Damages that may be incurred by the Indemnitee in connection therewith. The timely delivery of such written notice by the Indemnitee to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party shall be a condition precedent to any liability of the same in writing, specifying in detail the basis of Indemnifying Party under this Section 11 with respect to such claim and the facts pertaining thereto; provided that the failure to so notify an Matter. The Indemnifying Party shall not relieve have the Indemnifying Party of right, at its obligations hereunder except option, to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (Matter at its own expense and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesits own counsel. If the Indemnifying Party elects to assume and control the defense of a Proceedingsuch Matter, it will provide notice thereof within thirty then (30a) days after notwithstanding anything to the Indemnified Person has given notice contrary contained in this Agreement, the Indemnifying Party shall not be required to pay or otherwise indemnify the Indemnitee against any attorneys' fees or other expenses incurred on behalf of the matter Indemnitee in connection with such Matter following the Indemnifying Party's election to assume the defense of such Matter, (b) the Indemnitee shall make available to the Indemnifying Party all books, records and if other documents and materials that are under the direct or indirect control of the Indemnitee and that the Indemnifying Party or its counsel considers necessary or desirable for the defense of such Proceeding is Matter, (c) the Indemnitee shall otherwise fully cooperate as reasonably requested by the Indemnifying Party in the defense of such Matter, (d) the Indemnitee shall not a Joint Defense Proceedingadmit any liability with respect to such Matter, (e) the Indemnified Person Indemnifying Party shall attempt to keep the Indemnitee informed of all material developments and events relating to such Matter, and (f) the Indemnitee shall have the right to employ counsel separate from counsel employed by participate, at its own expense, in the defense of such Matter; provided, however, that the Indemnifying Party in shall not settle, adjust or compromise such Matter, or admit any liability with respect to such action Matter, without the prior written consent and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense approval of the Indemnified Person unless Indemnitee (a) the employment thereof has been specifically authorized by which consent and approval shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party in writing or (b) the Indemnifying Party has failed elects not to assume the defense of such Matter, the Indemnitee shall proceed diligently to defend such Matter; provided, however, that the Indemnitee shall not settle, adjust or compromise such Matter, or admit any liability with respect to such Matter, without the prior written consent and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor approval of the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, (which consent and approval shall not be unreasonably withheld (it being understood that withheld, conditioned or delayed). To the extent to which that any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry provisions of any judgment or settlement this Section 11.3 are inconsistent with Section 6.7(b)(iv) with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there Tax Contest, Section 6.7(b)(iv) shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentcontrol.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim which may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Parties may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or Proceeding if all Indemnifying Party of the facts and circumstances giving rise Parties with respect to such claim or Proceeding jointly acknowledge to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party hereto in respect of the same in writing, specifying in detail the basis entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and the facts pertaining thereto; provided provide assurances, reasonably satisfactory to such Indemnitee, that the failure Indemnifying Parties will be financially able to so notify an Indemnifying Party shall not relieve satisfy such claim or Proceeding is decided adversely. If the Indemnifying Party Parties assume the defense of its obligations hereunder except to the extent any such failure shall have harmed claim or Proceeding, the Indemnifying Party. The Indemnifying Party, if it so elects, Parties shall assume and control select counsel reasonably acceptable to such Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such any claim or Proceeding is not a Joint Defense Proceedingin accordance with this Section 9.04, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person Parties shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed entitled to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment either concurrently with the effectiveness thereof or shall obtain and deliver to such Indemnitees prior to the execution of such settlement a general release executed by the Person not a party hereto, which general release shall release such Indemnitee from any liability in such matter; PROVIDED, FURTHER, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and PROVIDED, FURTHER, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Such Indemnitee shall be entitled to participate in (but not control) the matter defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Parties in the defense of any claim or enter into Proceeding being defended by the Indemnifying Parties pursuant to this Section 9.04. If the Indemnifying Parties do not assume the defense of any settlement claim or Proceeding resulting therefrom in accordance with respect the terms of this Section 9.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the matter Indemnifying Parties, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Parties shall have the burden to prove by a preponderance of the evidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner. If the Indemnitee has assumed control of a claim or Proceeding, the Indemnitee shall be entitled to consent to a settlement of, or the entry of any judgment arising from, any such claim or settlement does not release Proceeding, with the other Party from all liability to the third party with respect thereto without the prior written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentwithheld.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written Promptly after the receipt by Xxxxxxxx-Xxxxxxxx of notice to the Indemnifying Party or discovery of the facts and circumstances any claim, damage or legal action or proceeding giving rise to indemnification rights under this Section 9.02, Xxxxxxxx-Xxxxxxxx will give the claim. In that regardGenisys Shareholders and, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXapplicable, the Indemnified Person shall within thirty Escrow Agent (30as such term is defined in the Escrow Agreement) written notice of such claim, damage, legal action or proceeding (for purposes of this Section 9.02, a "Claim") in accordance with Section 9.02 of this Agreement. Within seven days notify the Indemnifying Party of delivery of such written notice, all (but not less than all) of the same in writingGenisys Shareholders may, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party with Xxxxxxxx-Xxxxxxxx'x written consent, which shall not relieve be unreasonably withheld, at the Indemnifying Party expense of the Genisys Shareholders, elect to take all necessary steps properly to contest any Claim involving third parties or to prosecute or defend such Claim to conclusion or settlement. If the Genisys Shareholders make the foregoing election, then the Genisys Shareholders will take all necessary steps to contest any such Claim or to prosecute or defend such Claim to conclusion or settlement, and will notify Xxxxxxxx-Xxxxxxxx of the progress of any such Claim, will permit Xxxxxxxx-Xxxxxxxx, at its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Partyexpense, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in such prosecution or defense (PROVIDED, HOWEVER, that if a conflict of interest exists which would make it inappropriate, in the joint defense reasonable opinion of Xxxxxxxx-Xxxxxxxx, for the same counsel to represent both Xxxxxxxx-Xxxxxxxx and the Genisys Shareholders in the resolution of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a ProceedingClaim, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingthen Xxxxxxxx-Xxxxxxxx may retain separate counsel, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed which shall not be borne by Xxxxxxxx-Xxxxxxxx but shall instead be borne by the Indemnified Person Genisys Shareholders) and will provide Xxxxxxxx-Xxxxxxxx with reasonable access to all relevant information and documents relating to the Claim and the Genisys Shareholders' prosecution or defense thereof. If any Genisys Shareholder does not make such election, then Xxxxxxxx-Xxxxxxxx shall be free to handle the prosecution or defense of any such Claim, will take all necessary steps to contest any such Claim involving third parties or to prosecute or defend such Claim to conclusion or settlement, will notify the Genisys Shareholders of the progress of any such Claim, and will permit the Genisys Shareholders, at the expense of the Indemnified Person unless Genisys Shareholders (a) which expense shall be paid for from sources other than the employment thereof has been specifically authorized by the Indemnifying Party Escrow Shares), to participate in writing such prosecution or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory will provide the Genisys Shareholders with reasonable access to all relevant information and documents relating to the Indemnified PersonClaim and Xxxxxxxx-Xxxxxxxx'x prosecution or defense thereof. In either case, the party not in control of a Claim will fully cooperate, and will cause its counsel, if any, to fully cooperate, with the other party in the conduct of the prosecution or defense of such Claim. Neither party will compromise or settle any such Claim without the Indemnified Person nor written consent of either Xxxxxxxx-Xxxxxxxx (if the Indemnifying Party may Genisys Shareholders defend the Claim) or the Genisys Shareholders (if Xxxxxxxx-Xxxxxxxx defends the Claim), such consent not to the entry be unreasonably withheld. For purposes of any judgment Claims arising out of or relating to Section 9.02 and payable in accordance with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent Escrow Agreement, Xxxxx X. Xxxxxx shall act as Representative of the other PartyGenisys Shareholders, which consent shall not and Xxxxx X. Xxxxxx is duly authorized to be unreasonably withheld (it being understood that such Representative and may bind the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable Genisys Shareholders for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentpurposes.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written Promptly after the receipt by any Genisys Shareholder of notice to the Indemnifying Party or discovery of the facts and circumstances any claim, damage or legal action or proceeding giving rise to indemnification rights under this Section 9.03, such Genisys Shareholder will give Xxxxxxxx-Xxxxxxxx written notice of such claim, damage, legal action or proceeding (for purposes of this Section 9.03, a "Claim") in accordance with this Section 9.03. Within seven days of delivery of such written notice, Xxxxxxxx-Xxxxxxxx may, with such Genisys Shareholder's written consent, which shall not be unreasonably withheld, at the claimexpense of Xxxxxxxx-Xxxxxxxx, elect to take all necessary steps properly to contest any Claim involving third parties or to prosecute or defend such Claim to conclusion or settlement. In that regardIf Xxxxxxxx-Xxxxxxxx makes the foregoing election, if then Xxxxxxxx-Xxxxxxxx will take all necessary steps to contest any Proceeding shall be brought such Claim or asserted by any third party whichto prosecute or defend such Claim to conclusion or settlement, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days and will notify the Indemnifying Party such Genisys Shareholder of the same in writingprogress of any such Claim, specifying in detail the basis of will permit such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of Genisys Shareholder, at its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Partyexpense, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in such prosecution or defense (PROVIDED, HOWEVER, that if a conflict of interest exists which would make it inappropriate, in the joint defense reasonable opinion of such Proceeding (a "Joint Defense Proceeding") Genisys Shareholder, for which the expenses same counsel to represent both such Genisys Shareholder and Xxxxxxxx-Xxxxxxxx in the resolution of such joint defense will be shares equally by Claim, then such parties Genisys Shareholder may retain separate counsel, and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of one such counsel employed by the Indemnified Person for all applicable Genisys Shareholders shall be borne by Xxxxxxxx-Xxxxxxxx rather than by any such Genisys Shareholder) and will provide such Genisys Shareholder with reasonable access to all relevant information and documents relating to the Claim and Xxxxxxxx-Xxxxxxxx'x prosecution or defense thereof. If Xxxxxxxx-Xxxxxxxx does not make such election, then such Genisys Shareholder shall be free to handle the prosecution or defense of any such Claim, will take all necessary steps to contest any such Claim involving third parties or to prosecute or defend such Claim to conclusion or settlement, will notify Xxxxxxxx-Xxxxxxxx of the progress of any such Claim, and will permit Xxxxxxxx-Xxxxxxxx, at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party Xxxxxxxx-Xxxxxxxx, to participate in writing such prosecution or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory will provide Xxxxxxxx-Xxxxxxxx with reasonable access to all relevant information and documents relating to the Indemnified PersonClaim and such Genisys Shareholder's prosecution or defense thereof. In either case, the party not in control of a Claim will fully cooperate with, and will cause its counsel, if any, to fully cooperate with, the other party in the conduct of the prosecution or defense of such Claim. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of party will compromise or settle any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto such Claim AGREEMENT AND PLAN OF MERGER - Page 29 without the written consent of either such Genisys Shareholder (if Xxxxxxxx-Xxxxxxxx defends the other PartyClaim) or Xxxxxxxx-Xxxxxxxx (if such Genisys Shareholder defends the Claim), which such consent shall not to be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentwithheld.

Defense of Claims. (a) An Indemnified Person seeking Party shall, after obtaining actual knowledge, thereof, promptly notify Borrower in writing of any action, suit or proceeding brought against such Indemnified Party which could give rise to any payment by Borrower or the Master Servicer under Section 10.1 (a “Claim”) as to which indemnification under this Article IX shall give written notice to the Indemnifying is sought (unless Borrower or Master Servicer theretofore has notified such Indemnified Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining theretoClaim); provided except that the failure to so notify an Indemnifying Party give such notice shall not relieve release Borrower or the Indemnifying Party Master Servicer, as the case may be, from any of its obligations hereunder except under this Agreement, however Borrower’s or the Master Servicer’s, as the case may be, obligations shall be reduced to the extent that failure to promptly give notice of any action, suit or proceeding against such failure shall have harmed Indemnified Party (i) impairs Borrower or the Indemnifying PartyMaster Servicer, as the case may be, from defending such Claim or (ii) increases the amount for which Borrower or the Master Servicer, as the case may be, is liable in accordance with Section 10.1. The Indemnifying PartyWithin forty-five days after receiving notice from an Indemnified Party of any Claim as to which indemnification is sought, Borrower or the Master Servicer, as the case may be, if it is so electsdesires may elect in writing, shall subject to the provisions of the following paragraph, to control, at its sole cost and expense, and to assume and control full responsibility for, the defense of such Proceeding (and shall consult Claim with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory acceptable to the Indemnified Person and Parties in their reasonable discretion; provided, that the payment Borrower has agreed in writing on or prior to the assumption of expenses; provided that in such defense to indemnify such Indemnified Party for such Claim. If Borrower or the event any Proceeding shall be brought or asserted by any third party whichMaster Servicer, if adversely determinedas the case may be, would not entitle elects to assume the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for Claim, it shall keep the Indemnified Party which is the expenses subject of such joint defense will be shares equally by proceeding fully apprised of the status of the proceeding and shall provide such parties and the employment of counsel shall be Indemnified Party with all information with respect to such proceeding as such Indemnified Party may reasonably satisfactory to both partiesrequest. If Borrower or Master Servicer, as the Indemnifying Party elects case may be, does not elect to assume control, as provided for above, and control the defense of a Proceeding, provided it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceedingpreventing from assuming such control pursuant to the provisions of clause (b) below, the applicable Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofshall, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of Borrower or the Indemnified Person unless (a) Master Servicer, as the employment thereof has been specifically authorized case may be, supply Borrower with all such information and documents reasonably requested by Borrower or Master Servicer, as the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party case may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentbe.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX Section 8 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if the Indemnifying Party of the facts and circumstances giving rise with respect to such claim or Proceeding acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant hereto to this Article IXthe extent provided herein (as such claim may have been modified through written agreement of the parties) and provides assurances, the Indemnified Person shall within thirty (30) days notify reasonably satisfactory to such Indemnitee, that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and to the facts pertaining theretoextent provided herein if such claim or Proceeding is decided adversely; provided provided, however, that the failure nothing set forth herein shall be deemed to so notify an Indemnifying Party shall not relieve require the Indemnifying Party of its obligations hereunder except to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto)Party shall determine, including upon the employment written advice of counsel reasonably satisfactory to counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Person and the payment of expenses; provided that Party in the event any Proceeding connection with such Proceeding. The Indemnifying Party shall be brought or asserted by any third party which, if adversely determined, would not entitle obligated to pay the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the reasonable fees and expenses of such joint defense will be shares equally separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such parties and the employment of counsel shall be reasonably satisfactory to both partiesclaim or Proceeding under this Section 8(d). If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this Section 8(d), but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the prior written consent of such Indemnitee, not to be unreasonably withheld; provided, however, that the other PartyIndemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided further, which consent that the Indemnifying Party shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and provided further, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, directors, officers, employees and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim, including any reasonably foreseeable collateral consequences thereof. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assume, this Section 8(d). If the Indemnifying Party shall indemnify does not assume the Indemnified Person defense of any claim or Proceeding resulting therefrom in accordance with respect the terms of this Section 8(d), such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the settlement Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or judgmentProceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the burden to prove by a preponderance of the evidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX If any party hereto (the "Indemnitee") receives notice or otherwise obtains knowledge of any Matter with respect to which the other party hereto (the "Indemnifying Party") may become obligated to hold harmless or indemnify the Indemnitee, then the Indemnitee shall give written notice promptly deliver to the Indemnifying Party a written notice describing such Matter in reasonable detail and specifying the estimated amount of the facts and circumstances giving rise Damages that may be incurred by the Indemnitee in connection therewith. The timely delivery of such written notice by the Indemnitee to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party shall be a condition precedent to any liability of the same in writing, specifying in detail the basis of Indemnifying Party under this Section 11 with respect to such claim and the facts pertaining thereto; provided that the failure to so notify an Matter. The Indemnifying Party shall not relieve have the Indemnifying Party of right, at its obligations hereunder except option, to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (Matter at its own expense and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesits own counsel. If the Indemnifying Party elects to assume and control the defense of a Proceedingsuch Matter, it will provide notice thereof within thirty then (30a) days after notwithstanding anything to the Indemnified Person has given notice contrary contained in this Agreement, the Indemnifying Party shall not be required to pay or otherwise indemnify the Indemnitee against any attorneys' fees or other expenses incurred on behalf of the matter Indemnitee in connection with such Matter following the Indemnifying Party's election to assume the defense of such Matter, (b) the Indemnitee shall make available to the Indemnifying Party all books, records and if other documents and materials that are under the direct or indirect control of the Indemnitee and that the Indemnifying Party or its counsel considers necessary or desirable for the defense of such Proceeding is Matter, (c) the Indemnitee shall otherwise fully cooperate as reasonably requested by the Indemnifying Party in the defense of such Matter, (d) the Indemnitee shall not a Joint Defense Proceedingadmit any liability with respect to such Matter, (e) the Indemnified Person Indemnifying Party shall attempt to keep the Indemnitee informed of all material developments and events relating to such Matter, and (f) the Indemnitee shall have the right to employ counsel separate from counsel employed by participate, at its own expense, in the defense of such Matter; provided, however, that the Indemnifying Party in shall not settle, adjust or compromise such Matter, or admit any liability with respect to such action Matter, without the prior written consent and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense approval of the Indemnified Person unless Indemnitee (a) the employment thereof has been specifically authorized by which consent and approval shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party in writing or (b) the Indemnifying Party has failed elects not to assume the defense of such Matter, the Indemnitee shall proceed diligently to defend such Matter; provided, however, that the Indemnitee shall not settle, adjust or compromise such Matter, or admit any liability with respect to such Matter, without the prior written consent and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor approval of the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, (which consent and approval shall not be unreasonably withheld (it being understood that withheld, conditioned or delayed). To the extent to which that any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry provisions of any judgment or settlement this Section 11.3 are inconsistent with Section 6.7(b)(iv) with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesTax Contest, Section 6.7(b)(iv) shall control. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.34 11.4

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice to the Indemnifying Party Upon receipt by an Indemnitor of the facts and circumstances giving rise to the claim. In that regarda Claim Notice, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying PartyIndemnitor may, if it so electsshall have acknowledged its obligation to indemnify the Indemnified Party, assume and control the administration and defense of the Claim described therein at the Indemnitor's own expense. The Indemnified Party shall have the right to approve the Indemnitor's selection of counsel with respect to any such Claim, such approval not to be withheld unreasonably; and the Indemnified Party shall have the right to employ its own counsel in any such case, except that the fees and expenses of such counsel shall be for the account of and shall be paid by such Indemnified Party; PROVIDED HOWEVER, that the Indemnitor and the Indemnified Party shall jointly and in good faith, with the cooperation of their respective counsel, assume and control the defense of any Claim, notwithstanding the giving of such Proceeding written acknowledgement by the Indemnitor, if (and shall consult with i) the Indemnified Person with respect thereto), including the employment of Party shall have been advised by counsel reasonably satisfactory that there are one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnified Person and the payment of expenses; provided that Indemnitor and, in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle reasonable opinion of the Indemnified Person Party, counsel for the Indemnitor could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnitor, (ii) such matter involved amounts likely to full indemnity pursuant exceed the Indemnity Threshold or remaining indemnification obligations of the Indemnitor or (iii) such action or proceeding is reasonably likely to this Article IXhave a material effect on the then current financial condition, results of operations or prospects of the Indemnified Party beyond any indemnification obligations of the Indemnitor. Further, the Indemnified Person may elect to participate in Party shall have the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects right to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after any Claim if the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent Indemnitor shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, have assumed the defense of which such Claim in a timely fashion, not to exceed 30 days from the Indemnifying Party elected to assume, date of receipt by the Indemnifying Party shall indemnify Indemnitor of the Indemnified Person with respect to the settlement or judgmentClaim Notice.

Defense of Claims. An Any Buyer Indemnitee or Seller Indemnitee ----------------- (the "Indemnified Person Party") seeking indemnification under this Article IX Agreement shall ----------------- give written notice to the Indemnifying party obligated to provide indemnification to such Indemnified Party of (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail ---------- ------------ the facts and circumstances giving rise to any claim for indemnification hereunder promptly upon learning of the existence of such claim. In that regardUpon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall Indemnitor may assume and control the defense of such Proceeding (and shall consult thereof with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and, in such event, shall agree to pay and otherwise discharge with the Indemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses related thereto; and the payment of expenses; provided that Indemnified Party shall cooperate in the event any Proceeding defense or prosecution thereof and shall be brought or asserted by any third party whichfurnish such records, if adversely determinedinformation and testimony and attend all such conferences, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXdiscovery proceedings, the Indemnified Person hearings, trials and appeals as may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesrequested in connection therewith. If the Indemnifying Party elects to Indemnitor does not assume and control the defense of a Proceedingthereof, it will provide notice thereof within thirty (30) days after the Indemnitor shall similarly cooperate with the Indemnified Person has given notice of the matter and if Party in such Proceeding is not a Joint Defense Proceeding, the defense or prosecution. The Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofor prosecution of any lawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person Party unless (ai) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ Indemnitor shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or (ii) such Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry shall have reasonably concluded that there exists a significant conflict of any judgment interest with respect to the matter or enter into conduct of such Indemnified Party's defense by the Indemnitor, in either of which events such fees and expenses shall be borne by the Indemnitor and the Indemnitor shall not have the right to direct the defense of any settlement with respect such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim solely for monetary damages for which indemnification has been sought and is available hereunder, provided that the Indemnitor shall not agree to the matter which judgment or -------- settlement does not of any claim without the prior written consent of the Indemnified Party unless such settlement includes an unconditional release of the other Indemnified Party from all liability arising out of such claim. The Indemnified Party shall give written notice to the third party with respect thereto without the consent Indemnitor of the other Partyany proposed settlement of any suit, which consent settlement the Indemnitor may, if it shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, have assumed the defense of the suit, reject in its reasonable judgment within 10 days of receipt of such notice. Notwithstanding the foregoing the Indemnified Party shall have the right to pay or settle any suit for which indemnification has been sought and is available hereunder, provided that if the Indemnifying Party elected to assumedefense of such claim shall -------- have been assumed by the Indemnitor, the Indemnifying Indemni fied Party shall indemnify the Indemnified Person with respect automatically be deemed to the settlement or judgmenthave waived any right to indemnification hereunder.

Defense of Claims. An Indemnified Person seeking indemnification under (a) If any third-party claim or action arises after the Closing Date and during the Survival Period (as defined in Section 8.1 below) for which (i) Seller may be liable to any Buyer Indemnitee or (ii) Buyer may be liable to any Seller Indemnitee (for purposes of this Article IX ARTICLE 7, Buyer Indemnitees and Seller Indemnitees are sometimes referred to as “Indemnitee(s)” and, Seller and Buyer are sometimes referred to as “Indemnitor(s)”, in each case, as the context requires), such Indemnitee will, if a claim is to be made against an Indemnitor pursuant to this ARTICLE 7 or if the Indemnitee intends to take such claim into account in calculating the Threshold (as defined below), give prompt notice to the Indemnitor of the commencement of such claim, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liabilities that the Indemnitor may have to the Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnitees failure to give such notice. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by Indemnitor(s). If Indemnitor wishes to assume the defense of such claim or action, then Indemnitor shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall Indemnitees within thirty twenty (3020) days notify the Indemnifying Party of the same in writing, specifying in detail the basis after notice from Indemnitees of such claim or action (unless the claim or action reasonably requires a response in less than twenty (20) days after the notice is given to Indemnitor, in which event Indemnitor shall notify Indemnitees at least five (5) days prior to such reasonably required response date), and Indemnitor shall thereafter assume the facts pertaining theretodefense of any such claim or liability; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent Indemnitees may participate in such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expensesat their own expense; provided further that in the event any Proceeding Indemnitees retain counsel as provided above, counsel retained by the Indemnitor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentlead counsel.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice Purchaser hereby agrees to the Indemnifying Party notify Seller and Parent with reasonable promptness of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or claim asserted against it by any third party whichwhich Seller or Parent may be obligated to indemnify under this Agreement, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person which notification shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail be accompanied by a written statement setting forth the basis of such claim and in reasonable detail, and, if possible, the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party manner of its obligations hereunder except to the extent such failure calculation thereof. Seller/Parent shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall right to assume and control the defense of any such Proceeding (third-party claim asserted against Seller/Parent and/or Purchaser, whereupon Seller/Parent shall defend such claim at its own expense and shall consult with the Indemnified Person with respect thereto)counsel of its choice, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to Purchaser, and Seller/Parent shall not be liable to Purchaser for any fees of other counsel, unless, in the reasonable judgment of Purchaser, representation of both Purchaser and Seller/Parent by the same counsel would be inappropriate due to an actual or potential conflict of interest between such parties. If Notwithstanding the Indemnifying Party elects foregoing, Purchaser may, at its sole option, employ counsel to assume represent it in such action, at Purchaser's sole expense, and control in such event, counsel selected by Seller/Parent shall cooperate with Purchaser's counsel in the defense defense, compromise or settlement of such claim. If, however, in the reasonable opinion of Purchaser, any such claim shall involve a Proceedingmatter which could have a material adverse effect upon the Business or Purchased Assets, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person then Purchaser shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense of such claim. In the event that Seller/Parent fails or elects not to exercise its right to defend such claim or Purchaser otherwise assumes the defense of such claim hereunder, then Purchaser may take whatever action it deems appropriate, and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement final action with respect to such matter); provided that no settlement claim shall be binding and conclusive upon Seller/Parent as to the amount of a Joint Defense Proceeding and the liability for such claim. The parties hereby agree to cooperate to the fullest extent possible in connection with any claim for which indemnification is or may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentsought hereunder.

Defense of Claims. An Indemnified If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or Proceeding made or brought by any Person seeking who is not a Party to this 18 Agreement or any Affiliate of a Party to this Agreement (a “Third Party Claim”) with respect to which indemnification under this Article IX is to be sought from an Indemnifying Party, the following terms and provisions shall apply: 9.1.8.1 The Indemnitee shall give written notice to the Indemnifying Party of the facts and circumstances giving any Third Party Claim which might give rise to a claim for indemnification, which notice shall state the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party nature and basis of the same in writing, specifying in detail the basis of such claim assertion and the facts pertaining thereto; provided amount thereof, to the extent known, provided, however, that no delay on the failure to so notify an Indemnifying Party part of the Indemnitee in giving notice shall not relieve the Indemnifying Party of its obligations hereunder except any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such failure delay and then only to the extent so prejudiced. 9.1.8.2 If any Third Party Claim is brought against an Indemnitee with respect to which the Indemnifying Party may have an obligation to indemnify, the Third Party Claim shall be defended by the Indemnifying Party and such defense shall include all proceedings and appeals which counsel for the Indemnitee shall deem reasonably appropriate. 9.1.8.3 Notwithstanding the provisions of the previous subsection, until the Indemnifying Party shall have harmed assumed the defense of any such Third Party Claim, the defense shall be handled by the Indemnitee. Furthermore, (i) if the Indemnitee shall have reasonably concluded that there are likely to be defenses available to the Indemnitee that are different from or in addition to those available to the Indemnifying Party; (ii) if the Indemnifying Party fails to provide the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnifying Party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Third Party Claims; (iii) if the Third Party Claim involves other than money damages and seeks injunctive or other equitable relief; (iv) the Third Party Claim involves a customer, competitor or a supplier of the Business; or (v) if a judgment against the Indemnitee will, in the good faith opinion of the Indemnitee, establish a custom or precedent which will be adverse to the best interests of its continuing business, the Indemnifying Party shall not be entitled to assume the defense of the Third Party Claim and the defense shall be handled by the Indemnitee. The If the defense of the Third Party Claim is handled by the Indemnitee under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnitee in conducting such defense. Notwithstanding the foregoing, any product warranty claims pursuant to Section 8.9 that also trigger indemnification obligations under this Section 9 shall be defended utilizing a joint defense between Seller and Buyer, with Seller, as the Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses paying all costs of such joint defense will be shares equally defense. 9.1.8.4 In any Third Party Claim defended by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control (i) the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Indemnitee shall have the right to employ be represented by advisory counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereofaccountants, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless its own expense, (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (bii) the Indemnifying Party has failed to assume shall keep the defense and employ counsel reasonably satisfactory Indemnitee fully informed as to the Indemnified Person. Neither status of such Third Party Claim at all stages thereof, whether or not the Indemnified Person nor Indemnitee is represented by its own counsel, (iii) the Indemnifying Party may consent shall make available to the entry Indemnitee, and its attorneys, accountants and other representatives, all books and records of the Indemnifying Party relating to such Third Party Claim and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Third Party Claim. 9.1.8.5 In any Third Party Claim, the party defending the same shall not make any settlement of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto claim without the prior written consent of the other Partyparty, which consent shall not be unreasonably withheld (withheld, delayed or conditioned. Without limiting the generality of the foregoing, it being understood that shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the extent to Indemnitee or its assets, employees or business, or relief which any Party the Indemnitee reasonably believes could establish a custom or precedent which will be obligated to pay for Damages resulting from such matter as compared adverse to the other Party shall be considered in determining whether it is reasonable for such Party to withhold best interests of its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiescontinuing business. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentSECTION 10.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX The Indemnitor shall give written notice select (subject to the Indemnifying Party Indemnitee’s reasonable approval) the attorneys to defend any matter subject to indemnification and/or taking all actions necessary or appropriate to resolve, -50- TERMINALS SALE AND PURCHASE AGREEMENT (CENTER, XXXXXX (EAST), WACO AND WASKOM) EXECUTION VERSION defend, and/or settle such matters, and shall be entitled to contest, on its own behalf and on the Indemnitee’s behalf, the existence or amount of the facts and circumstances any obligation, cost, expense, debt or liability giving rise to the such claim. In that regard, if any Proceeding Nothing in this Section 9.5(b) shall be brought construed as prohibiting the Indemnitee from participating in the defense (which may include hiring its own counsel) in any matter subject to indemnification, as long as the Indemnitee does so at its own expense, unless and to the extent that the Indemnitor or asserted by any third party which, if adversely determined, would entitle the Indemnified Person an Affiliate is also subject to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided Indemnitee has determined in good faith that the failure Indemnitor has a conflict of interest vis-à-vis the Indemnitee and/or the Indemnitee has defenses available to so notify an Indemnifying Party shall it that are not relieve the Indemnifying Party of its obligations hereunder except available to the extent such failure shall have harmed Indemnitor, in which case the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Indemnitor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") responsible for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) Indemnitee’s counsel. The Indemnitor shall keep the employment thereof has been specifically authorized by Indemnitee fully and timely informed as to actions taken on such matters. The Indemnitee shall cooperate fully with the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense Indemnitor and employ its counsel reasonably satisfactory and shall provide them reasonable access to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent Indemnitee’s employees, consultants, agents, attorneys, accountants, and files to the entry of any judgment extent necessary or appropriate to defend or resolve the matter, the Indemnitor reimbursing the Indemnitee with respect to the matter or enter into reasonable cost of any settlement with such access. With respect to any matter for which a Party has an indemnification and/or defense obligation under this Agreement, the matter which judgment or settlement does not release Parties shall maintain a joint defense privilege, where applicable, in connection with such matters for the other Party from all liability to the third party with respect thereto without the consent Party’s post-Closing communications and those of the other Partytheir respective Affiliates and Authorized Representatives, which consent shall not be unreasonably withheld (it being understood that post-Closing communications concern the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect matters subject to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the indemnification and/or defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgmentobligation.

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX shall give written notice The Majority Shareholder may elect to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto)any Claim, including the employment of counsel reasonably satisfactory to the Buyer Indemnified Person Parties and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party whichexpenses related thereto, if adversely determined, would (a) the Majority Shareholder acknowledges the obligation to indemnify the Buyer Indemnified Parties for any Losses resulting from such Claim and provides reasonable evidence to the Buyer Indemnified Parties of his financial ability to satisfy such obligation; (b) the Claim does not entitle seek to impose any liability or obligation on the Buyer Indemnified Person Parties other than for money damages; and (c) the Claim does not relate to full indemnity pursuant to this Article IX, the Buyer Indemnified Person may elect to participate in the joint defense of Parties' relationship with their customers or employees. If such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties conditions are satisfied and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party Majority Shareholder elects to assume and control the defense of a ProceedingClaim, it then (i) the interest represented by the Majority Shareholder will provide notice thereof within thirty (30) days after not be liable for any settlement of such Claim effected without the Indemnified Person has given notice consent of the matter Majority Shareholder, which consent will not be unreasonably withheld; (ii) the shareholders of the Company may settle such Claim without the consent of the Buyer Indemnified Parties; and if such Proceeding is not a Joint Defense Proceeding, (iii) the Buyer Indemnified Person shall have the right to Parties may employ separate counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the Buyer Indemnified Parties will be responsible for the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (aA) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party Majority Shareholder has failed to adequately assume the defense and of such Claim or to employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without or (B) a conflict of interest exists between the consent interests of the other PartyBuyer Indemnified Parties and the interests represented by the Majority Shareholder that requires representation by separate counsel, in which consent shall not be unreasonably withheld (it being understood that case the extent to which any Party fees and expenses of such separate counsel will be obligated to pay for Damages resulting from such matter as compared to paid by the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesMajority Shareholder. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceedingsuch conditions are not satisfied, the Buyer Indemnified Parties may assume and control the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.of

Defense of Claims. An Indemnified Person seeking If a party hereto seeks indemnification under ----------------- this Article IX Section 11.2, such party (the "Indemnified Party") shall give written ----------------- notice as soon as reasonably practicable to the other party (the "Indemnifying Party ------------ Party") of the facts and circumstances giving rise to the claim. In that regard, ----- if any Proceeding suit, action, claim, liability or obligation (a "Proceeding") shall be ---------- brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person Party to indemnity pursuant to this Article IXSection 11.2, the Indemnified Person Party shall within thirty (30) 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed prejudiced the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding or permit its predecessors (a "Permitted Designee") to assume ------------------ such defense if the Indemnifying Party is required to permit such Permitted Designee to assume and control such defense pursuant to any agreement it has made with such Permitted Designee (provided that, in either case, the Indemnifying Party and, if applicable, its Permitted Designee shall consult with the Indemnified Person Party with respect theretothereto and keep the Indemnified Party fully apprised of such defense), including the employment of counsel reasonably satisfactory to the Indemnified Person Party and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person Party to full indemnity pursuant to this Article IXSection 11.2, the Indemnified Person Party may elect to participate in the a joint defense of such Proceeding (a "Joint Defense Proceeding") ------------------------ for which the expenses of such joint defense will be shares equally shared by such parties in proportion to each party's liability and the employment of counsel shall be reasonably satisfactory to both parties; provided further that if the participation of such Indemnified Party would void any indemnity to which any Indemnifying Party may be entitled to receive from any third party, upon receipt of an unconditional written undertaking from the Indemnifying Party to compensate the Indemnified Party for any and all Losses in connection with such Proceeding, the Indemnifying Party may elect to exclude the Indemnified Party from participation in such Proceeding. If the Indemnifying Party elects to assume and control the defense of a ProceedingProceeding (either directly or through its Permitted Designee), it will provide notice thereof within thirty (30) 30 days after the Indemnified Person Party has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party or its Permitted Designee, as the case may be, in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person Party shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.unless

Defense of Claims. An Indemnified (a) Any Person seeking making a claim for indemnification under this Article IX Section 8.02 or Section 8.03 (an “Indemnitee”) shall give notify the indemnifying party (an “Indemnitor”) or the Representative (on behalf of the Unitholders), if applicable, of the claim in writing promptly after receiving written notice to the Indemnifying Party of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or becoming aware of the facts and circumstances giving rise to such claim (if not by a third party), describing the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IX, the Indemnified Person shall within thirty amount thereof (30to the extent known and quantifiable) days notify the Indemnifying Party of the same in writing, specifying in detail and the basis of such claim and the facts pertaining theretothereof; provided that the failure to so notify an Indemnifying Party the Indemnitor shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder hereunder, except to the extent such failure shall have harmed actually prejudiced the Indemnifying PartyIndemnitor. (b) The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding Indemnitor shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and entitled to participate in the defense thereofof any third party action, but lawsuit, proceeding, investigation or other third party claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that, prior to assuming control of such defense, the Indemnitor must acknowledge that, subject to the limitations set forth in this Article 8, it would have an indemnity obligation for the Losses resulting from such claim under Section 8.02 or Section 8.03 (as applicable); and provided, further, that the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose (it being understood that the fees and expenses of such separate counsel employed shall be borne by the Indemnified Person Indemnitee, except that the Indemnitor shall be at pay the expense fees and expenses of such separate counsel (A) incurred by the Indemnitee prior to the date the Indemnitee assumes control of the Indemnified Person unless defense of the third party claim or (aB) if representation of both the Indemnitor and the Indemnitee by the same counsel would create a conflict of interest). (c) Notwithstanding anything to the contrary in Section 8.05(b), the Indemnitor shall not be entitled to assume or maintain control of the defense of any third party claim and shall pay the fees and expenses of counsel retained by the Indemnitee if (i) the employment thereof has been specifically authorized by Indemnitor does not assume control of the Indemnifying Party defense of such third party claim in writing or accordance with Section 8.05(b) within 30 days after delivery of the notice of such claim pursuant to Section 8.05(a), (bii) the Indemnifying Party has failed claim relates to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of or arises in connection with any judgment criminal proceeding, action, indictment, allegation or investigation, (iii) an adverse determination with respect to the matter claim 41 would have a material adverse effect on the Company’s business relationship with a current material customer or enter into supplier of the Company or its Subsidiaries, (iv) the claim seeks an injunction or equitable relief against the Indemnitee or any settlement with respect of its Affiliates or (v) the Indemnitor has failed or is failing to prosecute or defend vigorously the matter which judgment or settlement does not release claim. (d) If the other Party from all liability Indemnitor shall control the defense of any such claim then the Indemnitor shall be entitled to settle such claim; provided that the third party with respect thereto without Indemnitor shall obtain the prior written consent of the other Party, Indemnitee (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim if (it being understood that the extent i) pursuant to which any Party or as a result of such settlement or cessation, injunctive or other equitable relief will be obligated to pay for Damages resulting imposed against the Indemnitee or any of its Affiliates, (ii) such settlement does not expressly and unconditionally release the Indemnitee and its Affiliates from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement all liabilities and obligations with respect to such matter); provided that no claim or (iii) the settlement amount would exceed the Cap. (e) The Representative (on behalf of a Joint Defense Proceeding may be effected without the consent Unitholders) shall act on behalf of both parties. If there shall be a settlement to which all Indemnitors in the Indemnifying Party consents or a final judgment for the plaintiff in case of any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person claim with respect to which a Purchaser Indemnified Party is seeking indemnification from the settlement or judgment.Unitholders under Section 8.02 (with each Unitholder responsible for its portion of Representative’s costs and expenses in undertaking such representation (determined on a pro rata basis according to each such Unitholder’s Common Percentage)), and the Purchaser shall have the exclusive right to assert (and shall act on behalf of all Indemnitees in the case of) any claim with respect to which a Purchaser Indemnified Party is seeking indemnification from the Unitholders under Section 8.02. Any notice delivered to the Representative under this Section 8.05 shall be deemed to have been delivered to all of the Seller Indemnified Parties, and any notice delivered to the Purchaser under this Section 8.05 shall be deemed to have been delivered to all of the Purchaser Indemnified Parties. 8.06

Defense of Claims. An Indemnified Person seeking indemnification under this Article IX Section 11 shall give written notice to the Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXSection 11, the Indemnified Person shall within thirty (30) days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IXSection 11, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify the Indemnified Person with respect to the settlement or judgment.

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give rise to indemnity under this Article IX Section 7 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may but shall give not be obligated to (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding if the Indemnifying Party of the facts and circumstances giving rise with respect to such claim or Proceeding acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant hereto to this Article IXthe extent provided herein (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provides assurances, the Indemnified Person shall within thirty (30) days notify satisfactory to such Indemnitee, that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and to the facts pertaining theretoextent provided herein if such claim or Proceeding is decided adversely; provided provided, however, that the failure nothing set forth herein shall be deemed to so notify an Indemnifying Party shall not relieve require the Indemnifying Party of its obligations hereunder except to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto)Counsel shall determine, including upon the employment written advice of counsel reasonably satisfactory to counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Person and the payment of expenses; provided that Party in the event any Proceeding connection with such Proceeding. The Indemnifying Party shall be brought or asserted by any third party which, if adversely determined, would not entitle obligated to pay the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the reasonable fees and expenses of such joint defense will be shares equally separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such parties and the employment of counsel shall be reasonably satisfactory to both partiesclaim or Proceeding under this Section 7.4. If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such Proceeding is not a Joint Defense Proceeding, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing claim or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the consent of the other Party, which consent shall not be unreasonably withheld (it being understood that the extent to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party shall be considered in determining whether it is reasonable for such Party to withhold its consent from the entry of any judgment or settlement with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which the Indemnifying Party elected to assume, the Indemnifying Party shall indemnify select counsel reasonably acceptable to such Indemnitee to conduct the Indemnified Person defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party shall have assumed the defense of any claim or Proceeding in accordance with respect this Section 7.4, the Indemnifying Party shall be authorized to the consent to a settlement or judgment.of, or

Defense of Claims. An Indemnified Person seeking indemnification In connection with any claim that may give ----------------- rise to indemnity under this Article IX Section 7 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may but shall give not be obligated to (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding if the Indemnifying Party of the facts and circumstances giving rise with respect to such claim or Proceeding acknowledges to the claim. In that regard, if any Proceeding shall be brought or asserted by any third party which, if adversely determined, would entitle Indemnitee the Indemnified Person Indemnitee's right to indemnity pursuant hereto to this Article IXthe extent provided herein (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provides assurances, the Indemnified Person shall within thirty (30) days notify satisfactory to such Indemnitee, that the Indemnifying Party of the same in writing, specifying in detail the basis of will be financially able to satisfy such claim and to the facts pertaining theretoextent provided herein if such claim or Proceeding is decided adversely; provided provided, however, that the failure nothing set -------- ------- forth herein shall be deemed to so notify an Indemnifying Party shall not relieve require the Indemnifying Party of its obligations hereunder except to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such Proceeding (and shall consult with the Indemnified Person with respect thereto)Counsel shall determine, including upon the employment written advice of counsel reasonably satisfactory to counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Person and the payment of expenses; provided that Party in the event any Proceeding connection with such Proceeding. The Indemnifying Party shall be brought or asserted by any third party which, if adversely determined, would not entitle obligated to pay the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the reasonable fees and expenses of such joint defense will be shares equally separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such parties and the employment of counsel shall be reasonably satisfactory to both partiesclaim or Proceeding under this Section 7.4. If the Indemnifying Party elects to assume and control assumes the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if any such Proceeding is not a Joint Defense claim or Proceeding, the Indemnified Person Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to employ counsel separate from counsel employed by defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party in any such action and to participate in shall have assumed the defense thereofof any claim or Proceeding in accordance with this Section 7.4, but the fees and expenses of such counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed shall be authorized to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with respect to the matter or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto without the prior written consent of such Indemnitee, not to be unreasonably withheld; provided, however, that the other PartyIndemnifying Party shall -------- ------- pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided, which consent further, that the -------- ------- Indemnifying Party shall not be unreasonably withheld (it being understood authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that the extent would apply to which any Party will be obligated Indemnitee or to pay for Damages resulting from its conduct of business; and provided, further, that a condition to any such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, directors, officers, employees and agents with respect to such matter); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both partiesclaim, including any reasonably foreseeable collateral consequences thereof. If there Such Indemnitee shall be a settlement entitled to which participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party consents or a final judgment for the plaintiff in any Proceeding, the defense of which any claim or Proceeding being defended by the Indemnifying Party elected pursuant to assume, this Section 7.4. If the Indemnifying Party shall indemnify does not assume the Indemnified Person defense of any claim or Proceeding resulting therefrom in accordance with respect the terms of this Section 7.4, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or proceeding after giving notice of the same to the settlement Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or judgmentProceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the burden to prove by a preponderance of the evidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. An Indemnified Person seeking indemnification (a) In connection with any claim that may give rise to indemnity under this Article IX shall give resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may, subject to Section 9.04(b), assume the defense of any such claim or Proceeding (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee its right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Parties will be financially able to satisfy such claim in full if such claim or Proceeding is decided adversely. Prior to the assumption by an Indemnifying Party of the facts and circumstances giving rise to the claim. In that regard, if defense of any Proceeding shall be brought claim or asserted by any third party which, if adversely determined, would entitle the Indemnified Person to indemnity pursuant to this Article IXProceeding, the Indemnified Person shall within thirty (30) days notify Indemnitee may make such appearances and filings with respect thereto as the Indemnitee reasonably determines to be necessary or appropriate. If the Indemnifying Party Parties assume the defense of the same in writing, specifying in detail the basis of any such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve or Proceeding, the Indemnifying Party of its obligations hereunder except Parties shall select counsel reasonably acceptable to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control Indemnitee to conduct the defense of such Proceeding (claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall consult with at all times diligently and promptly pursue the Indemnified Person with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of expenses; provided that in the event any Proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Person to full indemnity pursuant to this Article IX, the Indemnified Person may elect to participate in the joint defense of such Proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be shares equally by such parties and the employment of counsel shall be reasonably satisfactory to both partiesresolution thereof. If the Indemnifying Party elects to assume and control Parties shall have assumed the defense of a Proceeding, it will provide notice thereof within thirty (30) days after the Indemnified Person has given notice of the matter and if such any claim or Proceeding is not a Joint Defense Proceedingin accordance with this Section 9.04, the Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Person Parties shall be at the expense of the Indemnified Person unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (b) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person. Neither the Indemnified Person nor the Indemnifying Party may consent to a settlement of, or the entry of any judgment with respect to the matter arising from, any such claim or enter into any settlement with respect to the matter which judgment or settlement does not release the other Party from all liability to the third party with respect thereto Proceeding, without the prior written consent of such Indemnitee, PROVIDED that (i) the other PartyIndemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof, which consent (ii) the Indemnifying Parties shall not be unreasonably withheld authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business, and (it being understood that the extent iii) a condition to which any Party will be obligated to pay for Damages resulting from such matter as compared to the other Party settlement shall be considered in determining whether it is reasonable for a complete release of such Party to withhold Indemnitee and its consent from the entry of any judgment or settlement Affiliates, officers, employees, consultants and agents with respect to such matterclaim. Subject to Section 9.04(b); provided that no settlement of a Joint Defense Proceeding may be effected without the consent of both parties. If there , such Indemnitee shall be a settlement entitled to which the Indemnifying Party consents or a final judgment for the plaintiff participate in any Proceeding, (but not control) the defense of which any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party elected to assume, Parties in the defense of any claim or Proceeding being defended by the Indemnifying Party shall indemnify Parties pursuant to this Section 9.04. If the Indemnified Person Indemnifying Parties do not assume the defense of any claim or Proceeding resulting therefrom in accordance with respect to the settlement terms of this Section 9.04(a), such Indemnitee may defend against such claim or judgmentProceeding.