Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.

Indemnification Procedure for Third Party Claims. (a) 6.5.1 In the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), then such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to the applicable Indemnifying Party within sixty (a “Third-Party Claim Notice”60) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that failure to give such written notice within any particular time period shall not adversely affect the Indemnified Party’s right to indemnification except, and to the extent that, the Indemnifying Party can show that the failure to give such notification on a timely basis adversely affected the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the “Defense Notice”), within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement and related expensesor cessation, (a) injunctive or other equitable relief would be imposed against the Indemnified Person shall assume control of the defense of Party, or (b) each claimant or plaintiff in such Third-Third Party Claim and has not given to the liability of the Indemnifying Person Indemnified Party an unconditional release from all Liability with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesClaim.

Indemnification Procedure for Third Party Claims. (a) 9.3.1 In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "THIRD PARTY CLAIM"), against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary, by in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Person Party (the "DEFENSE NOTICE") within ten days (10) after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the Third-Party Claimdefense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-the -------- ------- Indemnified Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate defense counsel, that upon rejection of any settlement and related expenses, who shall be subject again to the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesParty's approval.

Indemnification Procedure for Third Party Claims. (a) 8.3.1 In the event that any party person or entity entitled to indemnification under this Agreement (an "Indemnified Party") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "Third Party Claim"), against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary, by in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such Indemnified Person of notice of the Third-Party Claimclaim); provided, however, that the failure to give a Third-Party Claim Notice on a timely basis such notice shall not affect the indemnification provided right to indemnity hereunder except to the extent the Indemnifying Person Party is prejudiced by such delay. The Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Upon the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s electionParty of notice of such claim, to assume conduct at its expense the defense against such claim in its own name, or participate if necessary in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense name of the Third-Party ClaimIndemnified Party; provided, the Indemnifying Person shall give however, that the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have the right to approve or reject the settlement defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate defense counsel, that upon rejection of any settlement and related expenses, who shall be subject again to the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesParty's approval.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving Taxes which procedure is set forth in, and which shall be governed exclusively by, Section 7.1, in the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to such Indemnifying Party, within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of failure to give such written notice within any settlement particular time period shall not adversely affect the Indemnified Party’s right to indemnification except, and related expensesto the extent that, the Indemnifying Party can show that the failure to give such notification on a timely basis directly and adversely affected the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right upon written notice to the Indemnified Person shall assume control Party (the “Defense Notice”), within fifteen (15) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party does not elect to conduct the defense of such Third-the subject Third Party Claim, then the Indemnified Party may conduct the defense of the subject Third Party Claim and the liability Indemnifying Party will cooperate with and make available to the Indemnified Party such assistance and materials as may be reasonably requested by the Indemnified Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party will cooperate with and make available to the Indemnifying Person Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right to participate in the defense assisted by counsel of its own choosing. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) each claimant or plaintiff in such Third Party Claim has not given to the Indemnified Party an unconditional release from all Liability with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesClaim.

Indemnification Procedure for Third Party Claims. (a) In the event that case of any claim asserted by a third party (which claim is subject to indemnification by the “Indemnified Person”) desires to make a claim against any other either party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person hereunder, (a “Third-Party Claim”), such Indemnified Person must the party seeking indemnification (the “Indemnitee”) shall notify the Indemnifying Person other party (the “Indemnitor”) promptly after has actual knowledge of any such Third-Party Claim as to which indemnity may be sought (provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder except to the extent materially prejudiced by such failure), and Indemnitee shall permit the Indemnitor, at its sole expense, to assume the defense of any such Third-Party Claim, provided that Indemnitee may participate in writingsuch defense or administration at Indemnitee’s sole expense (provided, however, that if a conflict of interest exists such that separate counsel must be engaged by Indemnitee and the Indemnitor, the Indemnitor shall be responsible for the reasonable fees and costs for such counsel for Indemnitee). The Indemnitor, in the defense of any such Third-Party Claim, shall not, except with the consent of Indemnitee, which Indemnitee agrees will not be unreasonably withheld, conditioned or delayed with respect to a monetary settlement, judgment or relief, (a) consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief against Indemnitee or (b) pursue any course of defense of any such Third-Party Claim subject to indemnification hereunder if Indemnitee shall reasonably and in good faith determine that the conduct of such defense could be expected to adversely affect in any material respect Indemnitee, its direct or indirect owners, the use of the Property or Interest to which the Third-Party Claim (relates. In addition, if the Indemnitor obtains and desires to accept from a “party to any such Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure an offer to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of settle the Third-Party Claim Notice from solely for an amount certain, then Indemnitee agrees that if requested by the Indemnified PersonIndemnitor, the Indemnifying Person shall be entitledIndemnitee will, at the Indemnifying Person’s electionits sole expense, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and thereafter the liability of the Indemnifying Person Indemnitor’s obligation with respect to such Third-Party Claim shall not exceed the costs of defense then incurred and the dollar amount of the settlement the Indemnitor proposed to accept immediately prior to such assumption by Indemnitee, it being agreed between Indemnitee and the Indemnitor that Indemnitee will pay any greater amounts owing and bear any other impositions in excess of those contemplated in the proposed settlement arrangement. In the event that the Indemnitor does not accept the defense of any matter as above provided, Indemnitee shall have the full right to defend against any such Third-Party Claim or demand and shall be limited entitled to settle or agree to pay in full such Third-Party Claim or demand, in its sole discretion. In any event, the Indemnitor and Indemnitee shall cooperate in the defense of any action or claim subject to this Agreement and each agrees to make its records available to the amount other with respect to such defense as reasonably requested and to the extent doing so does not compromise any claim of privilege or the monetary equivalent any other defense available to it. Acceptance of the rejected settlement defense of any Third-Party Claim or of the administration of any Third-Party Claim by the Indemnitor shall be without prejudice to the Indemnitor’s right to assert at any time before or after accepting such defense or administration that it is not obligated to provide an indemnity, either in whole or in part, with respect to such Third-Party Claim. In the event that the Indemnitor asserts that it is not obligated to provide an indemnity to Indemnitee with respect to a Third-Party Claim, Indemnitee shall have the right to defend such Third-Party Claim, and related expensesif the Indemnitor is adjudicated liable for indemnifying Indemnitee, the Indemnitor shall reimburse Indemnitee for its out-of-pocket expenses in defending such Third-Party Claim and all settlements and judgments reasonably incurred as a result of such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice together with a statement of any available information describing such Indemnified Person must notify claim in reasonable detail (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than within fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim) (the “Claim Notice”). The Indemnifying Party shall have the right, by such upon written notice to the Indemnified Person Party (the “Defense Notice”) within fifteen (15) days after receipt from the Indemnified Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenseswhich shall be subject again to the Indemnified Party’s approval. Notwithstanding the foregoing, the Indemnified Person Indemnifying Party shall not be entitled to assume control of the defense of such Third-a Third Party Claim and shall pay the liability reasonable fees and expenses of counsel retained by the Indemnified Party if (x) the Third Party Claim seeks injunctive or other equitable relief or the outcome otherwise could have an adverse effect on the Development Work, (y) the Indemnified Party, in the claim notice to the Indemnifying Party, states that, based on advice of counsel, it believes that its interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Person Party, or (z) such Indemnifying Party is unable to or does not provide the Indemnified Party with respect reasonable assurance of its ability to such Third-Party Claim shall be limited to pay the amount or the monetary equivalent expenses of the rejected settlement and related expensesdefense against such Third Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-initiation of any legal proceeding against an Indemnified Party Claim (by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the absolute right after the receipt of notice, at its option and at its own expense, to approve be represented by counsel of its choice, and to defend against, negotiate, settle (as provided below) or reject the settlement and related expensesotherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that upon rejection the Indemnified Party may participate in any such proceeding with counsel of its choice and at its expense. The Indemnifying Party shall not effect any settlement without the consent of the Indemnified Party other than for the payment of money damages in a single lump sum in exchange for a full release of the Indemnified Party with respect to the claim in question without the requirement of any settlement admission of liability or wrongdoing. To the extent the Indemnifying Party elects not to defend such proceeding, claim or demand, and related expensesthe Indemnified Party defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Party may retain counsel, at the expense of the Indemnifying Party, and control of the defense of such Third-proceeding. To the extent the Indemnifying Party Claim fails or elects not to defend such proceeding, claim or demand and the liability Indemnified Party defends against or otherwise deals with any proceeding, claim or demand, the Indemnified Party will act reasonably and in accordance with its good faith business judgment, and shall not effect any settlement without the consent of Indemnifying Party, which consent shall not be unreasonably withheld. The parties to this Agreement agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand pursuant to this Article XII. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Person Party shall arrive at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnifying Party hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by it with respect to such Third-matter and the Indemnifying Party Claim shall be limited pay all of the sums so owing to the amount Indemnified Party by wire transfer, certified or bank cashier’s check within thirty (30) days after the monetary equivalent date of the rejected settlement and related expensessuch notice.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party person or entity entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person entity who is not a party to this Agreement or an affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Body, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person Party shall give written notice together with a statement of any available information (a “Third-Party Claim”), other than privileged information) regarding such Indemnified Person must notify claim to the Indemnifying Person in writingParty within thirty (30) business days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, of upon written notice to the Third-Indemnified Party Claim (a “Third-Party Claim the "Defense Notice”") as promptly as reasonably possible after receipt, but in no event later than within fifteen days (15) calendar days after receipt, by such receipt from the Indemnified Person Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or reject delayed, and in the settlement event the Indemnifying Party and related expenses; the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person Party's approval which approval shall assume control of not be unreasonably withheld or delayed. If the defense of parties still fail to agree on the Defense Counsel, then, at such Third-Party Claim and time, they shall mutually agree in good faith on a procedure to determine the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesDefense Counsel.

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnified PersonParty”) desires of written notice of the institution of any legal proceeding, or of any claim or demand, asserted by a third party (a “Third Party Claim”) against the Indemnified Party with respect to make which a claim against any for indemnification is to be made pursuant to Section 8.01 or 8.02 herein, the Indemnified Party shall give written notice to the other party (the “Indemnifying PersonParty”) of such Third Party Claim. The Indemnifying Party shall be entitled to participate in and to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of such assumption of defense, and provided that the Indemnifying Party continues to diligently pursue such defense, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. Notwithstanding the foregoing, an Indemnified Party shall in all cases be entitled to control its defense, including, without limitation, the selection of separate counsel (at the cost and expense of the Indemnifying Party), of any Losses for which the Indemnified Person Third Party Claim if such claim: (i) may seek indemnification hereunder result in injunctions or other equitable remedies in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person Party which would affect its business or operations in any materially adverse manner; (ii) may result in material liabilities which may not be fully indemnified hereunder; (iii) may have a “Third-significant adverse impact on the business or the financial condition of the Indemnified Party Claim”)(including, such without limitation, a Material Adverse Effect on the tax liabilities, earnings or ongoing business relationships of the Indemnified Person must notify Party) even if the Indemnifying Person Party pays all indemnification amounts in writingfull or (iv) the anticipated defendants in any such situation, of proceeding or action include, without limitation, both the Third-Indemnified Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent and the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified PersonParty, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to or inconsistent with those available to the right to approve or reject the settlement and related expensesIndemnifying Party; provided, however, that upon rejection in no event shall an Indemnifying Party be required to pay fees and expenses under this indemnity for more than one firm of attorneys (in addition to local counsel) in any jurisdiction in any one legal action or group of related legal actions. No Indemnifying Party will enter into any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Third Party Claim shall be limited without the prior written consent of the Indemnified Party unless such settlement (a) requires solely the payment of money damages by the Indemnifying Party and (b) includes, without limitation, as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party and the persons for whom the Indemnified Party is acting or who are acting on behalf of the Indemnified Party from all liability in respect of the proceeding giving rise to the amount or the monetary equivalent of the rejected settlement and related expensesThird Party Claim.

Indemnification Procedure for Third Party Claims. (a) 6.5.1 In the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), then such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to such Indemnifying Party within sixty (a “Third-Party Claim Notice”60) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that failure to give such written notice within any particular time period shall not adversely affect the Indemnified Party’s right to indemnification except, and to the extent that, the Indemnifying Party can show that the failure to give such notification on a timely basis adversely affected the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the “Defense Notice”), within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense against and settlement of such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. Without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement and related expensesor cessation, (a) injunctive or other equitable relief would be imposed against the Indemnified Person shall assume control of the defense of Party, or (b) each claimant or plaintiff in such Third-Third Party Claim and has not given to the liability of the Indemnifying Person Indemnified Party an unconditional release from all Liability with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesClaim.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party person or entity entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person entity who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Body, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person Party shall give written notice together with a statement of any available information (a “Third-Party Claim”), other than privileged information) regarding such Indemnified Person must notify claim to the Indemnifying Person in writingParty within twenty (20) business days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, of upon written notice to the Third-Indemnified Party Claim (a “Third-Party Claim the "Defense Notice”") as promptly as reasonably possible after receipt, but in no event later than within fifteen days (15) calendar days after receipt, by such receipt from the Indemnified Person Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person Party's approval which approval shall assume control of not be unreasonably withheld. If the defense of parties still fail to agree on the Defense Counsel, then, at such Thirdtime, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. The provisions set forth in this SECTION 13.4 shall not apply to matters in connection with any Pre-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited Closing Xxxxx Xxx Matters, which matters are subject to the amount or the monetary equivalent of the rejected settlement and related expensesprovisions set forth in SECTION 13.5 below.

Indemnification Procedure for Third Party Claims. (a) In the event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim proceeding, claim, or demand made by which relates to any Person not a party to this Agreement loss, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties will cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel, at the expense of the Indemnitor, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the monetary equivalent date of such notice. Notwithstanding the rejected settlement and related expensesforegoing, the provisions of Section 8.5 will govern all indemnification claims made thereunder.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any Legal Proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim Legal Proceeding, it will not settle the Legal Proceeding without the prior written consent , of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any Legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such Legal Proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 9.5 hereof, the Indemnitor does not undertake to defend any such Legal Proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any Legal Proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at the cost expense of Indemnifying Person. In any case in which the Indemnifying Person assumes Indemnitor, to assume the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesLegal Proceeding; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control Indemnitee may not settle such Legal Proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed.

Indemnification Procedure for Third Party Claims. (a) In the event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim proceeding, claim, or demand made by which relates to any Person not a party to this Agreement loss, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties will cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel, at the expense of the Indemnitor, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the monetary equivalent date of the rejected settlement and related expensessuch notice.

Indemnification Procedure for Third Party Claims. (ai) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any Action by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice of such Indemnified Person must notify claim to the Indemnifying Person in writing, Party within thirty (30) days after learning of such claim (the Third-Party Claim (a “Third-Party Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Claim Notice, which Defense Notice shall specify the counsel the Indemnifying Party Claimwill appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement which shall be subject again to the Indemnified Party’s approval (and related expensessuch process shall be repeated until the Indemnified Party shall have approved the Defense Counsel specified by the Indemnifying Party.) If the Indemnifying Party delivers a Defense Notice, the Indemnified Person delivery of such Defense Notice shall constitute acceptance of responsibility for such claim or action and the Indemnifying Party shall be fully responsible for all liabilities arising out of or relating to such claim or action including the costs of the defense thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of the defense of such Third-a Third Party Claim and shall pay the liability reasonable fees and expenses of counsel retained by the Indemnified Party if (w) the Third Party Claim seeks injunctive or other equitable relief, (x) the Indemnified Party, in the claim notice to the Indemnifying Party, states that, based on advice of counsel, it believes that its interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Person Party, or (y) such Indemnifying Party is unable to or does not provide the Indemnified Party with respect reasonable assurance of its ability to such Third-Party Claim shall be limited to pay the amount or the monetary equivalent expenses of the rejected settlement and related expensesdefense against such Third Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Entity) (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person Party shall give written notice together with a statement of any available information (a “Third-Party Claim”), other than privileged information) regarding such Indemnified Person must notify claim to the Indemnifying Person in writingParty within thirty (30) Calendar Days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, of upon written notice to the Third-Indemnified Party Claim (a “Third-Party Claim the "Defense Notice”") as promptly as reasonably possible after receipt, but in no event later than within fifteen (15) calendar days Calendar Days after receipt, by such receipt from the Indemnified Person Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense, the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) Calendar Days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person Party's approval which approval shall assume control not be unreasonably withheld. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. In the event that, in the opinion of legal counsel to the defense Indemnified Party, there is a conflict of such Third-Party Claim and interest inherent in the liability appointment of Defense Counsel by the Indemnifying Person with respect Party, then the Indemnified Party shall have the right to such Third-Party Claim appoint separate Defense Counsel, which shall be limited to paid for by the amount or the monetary equivalent of the rejected settlement and related expensesIndemnifying Party.

Indemnification Procedure for Third Party Claims. (a) In Except as ------------------------------------------------ otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any Legal Proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim at Legal Proceeding, it will not settle the cost Legal Proceeding without the prior written consent of Indemnifying Personthe Indemnitee (which shall not be unreasonably withheld or delayed). In any case The Indemnitee shall cooperate in which all reasonable respects with the Indemnifying Person assumes Indemnitor and its attorneys in the investigation, trial and defense of any Legal Proceeding and any appeal arising therefrom (including the Third-Party Claimfiling in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such Legal Proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 9.4 hereof, the Indemnifying Person Indemnitor does not undertake to defend any such Legal Proceeding, the Indemnitee may, but shall give the Indemnified Person ten (10) calendar days’ notice prior to executing have no obligation to, contest or defend against any settlement agreement Legal Proceeding and the Indemnified Person Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right to approve or reject assume the settlement and related expensesdefense of the Legal Proceeding at the expense of the Indemnitor with counsel reasonably acceptable to the Indemnitor; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control Indemnitee may not settle such Legal Proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person entity that is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Authority, federal, state or local) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice together with a statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person Party within the earlier of 15 days after learning of such claim or 10 days prior to the date a responsive pleading thereto is required to be filed (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim) and notwithstanding anything herein to the contrary, in writing, the event the Indemnified Party receives a notice of the Third-institution of audit procedures, a notice of adjustment, or a statutory notice of deficiency from the Internal Revenue Service which requires the filing of a document, the Indemnified Party Claim shall furnish the Indemnifying Party with a copy of such notice at least 30 days prior to the date such document is required to be filed (a or promptly upon receipt by the Indemnified Party, if the Indemnified Party receives such notice, within such 30 day period). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Third-Party Claim Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar within 30 days after receipt, by such receipt from the Indemnified Person Party of notice of such claim, to conduct at its expense the Third-Party Claim; provideddefense against such claim in its own name, that failure to give or if necessary in the name of the Indemnified Party. The delivery of a Third-Party Claim Defense Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person constitute an admission with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesclaim for indemnification.

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly after receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint or the “commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Person”) desires Party may be entitled to make a claim against receive payment from the other Party for any other party Damages, such Indemnified Party will notify Purchaser or Seller, as the case may be (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party ClaimParty”), promptly following the Indemnified Party’s receipt of such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person complaint or of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result commencement of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personaudit, the Indemnifying Person shall be entitledinvestigation, at the Indemnifying Person’s election, to assume action or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesproceeding; provided, however, that upon rejection the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, within ten (10) days after written notice delivered to the Indemnified Party, to assume full responsibility for any settlement Damages (as the case may be) resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and related expensesthe payment of the fees and disbursements of such counsel. If, however, the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10)-day period, then the Indemnifying Party will pay the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any audit, investigation, action or proceeding for which the Indemnifying Party has assumed the defense, the Indemnified Person shall assume control Party will have the right to participate in such matter and to retain its own counsel at the Indemnified Party’s own expense. The Indemnifying Party will at all times use reasonable efforts to keep the Indemnified Party reasonably apprised of the status of the defense of such Third-Party Claim and any matter the liability defense of which the Indemnifying Person Party has assumed and to cooperate in good faith with the Indemnified Party with respect to the defense of any such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesmatter.

Indemnification Procedure for Third Party Claims. (a) In If an Indemnified Party intends to seek indemnification under this ARTICLE 9 with respect to any Third Party claim, the event that Indemnified Party shall notify the Indemnifying Party of any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) Loss in connection with any Losses for respect of which the Indemnified Person Party intends to claim such indemnification, and the Indemnifying Party may seek indemnification hereunder in respect of a claim or demand made by any Person not a party assume the defense thereof with counsel reasonably satisfactory to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify Party. The failure to deliver notice to the Indemnifying Person in writingParty within a reasonable time after the commencement of any such action, shall relieve such Indemnifying Party of liability to the Third-Indemnified Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except under this ARTICLE 9 only to the extent that the delay prejudices the Indemnifying Person shall have been actually and materially prejudiced as a result of Party’s rights or ability to defend such failure. Upon receipt of claim or action, but the Third-Party Claim Notice from the Indemnified Person, failure so to deliver notice to the Indemnifying Person Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party otherwise than under this ARTICLE 9. The Indemnified Party shall be entitledprovide reasonable assistance to the Indemnifying Party and its legal representatives, at the Indemnifying PersonParty’s electionreasonable request and expense, in the investigation of any action, claim or liability covered by this indemnification. Except as provided in the next-to-last and last sentences of this Section 9.4, the indemnity agreement in this ARTICLE 9 shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of the Indemnifying Party, which consent shall not be withheld unreasonably or delayed. Indemnifying Party shall not, without the written consent of Indemnified Party, settle or compromise any Loss or consent to the entry of any judgment with respect to any Loss (a) that does not release Indemnified Party from all liability with respect to such Loss or (b) which may materially adversely affect Indemnified Party or under which Indemnified Party would incur any obligation or liability, other than one as to which Indemnifying Party has an indemnity obligation hereunder. If Indemnifying Party, within [***]of receiving notice of a Loss or such shorter period as may be necessary for submitting or filing a response, fails to assume the defense of such Loss or fails to notify Indemnified Party that is assuming such defense, Indemnified Party shall have the right to assume the defense, compromise or settlement of such Loss at the risk and expense of Indemnifying Party (if the Indemnifying Party truly has the obligation to indemnify the Indemnified Party). In addition, the Indemnified Party shall be entitled to participate in the defense of any Third-Party Claim at the cost such Loss and to employ counsel of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesits choice for such purpose; provided, however, that upon rejection of any settlement and related expenses, such employment shall be at the Indemnified Person shall assume control Party’s sole cost and expense unless the interests of the defense of such Third-Indemnified Party Claim and the liability of the Indemnifying Person Party with respect to such Third-Loss are sufficiently adverse to prohibit the representation by the same counsel of both Parties under applicable law or ethical rules (in which case, the Indemnified Party Claim shall be limited control its defense, compromise and settlement at the Indemnifying Party’s sole, but reasonable 44 expense, and to the amount extent applicable, the Third Party previously serving as common counsel to both the Indemnifying Party and the Indemnified Party may no longer represent either Party in connection with such Loss if doing so would not be allowed under applicable law or the monetary equivalent of the rejected settlement and related expensesethical rules).

Indemnification Procedure for Third Party Claims. (a) In the event that of any party (------------------------------------------------ Indemnity Claim brought by a third party, Indemnitor shall promptly notify the “Indemnified Person”) desires to make a claim against any other party (Indemnitee of such Indemnity Claim, specifying in reasonable detail the “Indemnifying Person”) in connection with any Losses for Indemnity Claim and the circumstance under which it arose, and the Indemnified Person may seek indemnification hereunder in respect amount of a claim or demand made by any Person not a party to this Agreement the liability asserted against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, Indemnitee by reason of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Indemnity Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person Within ten (10) calendar days’ business days of the receipt of such notice prior (or sooner if the nature of the Indemnity Claim so requires) the Indemnitor shall notify the Indemnitee of its intent to executing compromise or defend such Indemnity Claim or to Contest. Any Contest shall be governed by the provisions of Section 10.2 herein. The Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any settlement agreement such Indemnity Claim. If the Indemnitor elects to compromise or defend such Indemnity Claim, the Indemnitee shall cooperate, at the expense of the Indemnitor, in the compromise of, or defense against, such Indemnitee Claim. If the Indemnitor fails to notify the Indemnitee of its election as herein provided or loses the Contest as provided in 10.2 herein, the Indemnitee may pay, compromise or defend such Indemnity Claim. Except as otherwise provided herein, in the event of the initiation of any Indemnity Claim against an Indemnitee by a third party and the Indemnified Person Indemnitor elects to compromise or defend, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to approve be represented by counsel of its choice, and to defend against, negotiate, settle or reject the settlement and related expensesotherwise deal with any Indemnity Claim,; provided, however, that upon rejection the Indemnitee may participate in any -------- ------- such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such Indemnity Claim unless the Indemnitor is fully released without any admission of liability. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such Indemnity Claim. To the extent the Indemnitor elects not to defend such Indemnity Claim, and related expensesthe Indemnitee defends against or otherwise deals with any such Indemnity Claim, the Indemnified Person shall assume Indemnitee may retain counsel, at the expense of the Indemnitor, and control of the defense of such Third-Party Indemnity Claim. If the Indemnitee shall settle any such Indemnity Claim and without the liability consent of the Indemnifying Person Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Article X with respect to any loss, liability, claim, obligation, damage and expense occasioned by such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensessettlement.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make If a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified claim, action, suit or proceeding by a Person may seek indemnification hereunder in respect of a claim or demand made by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate thereof (a “Third-Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 6.2 hereof (an “Indemnified Party”), and if such Person intends to seek indemnity with respect thereto under this Article 6, such Indemnified Person must notify Party shall promptly give a Notice of Claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by obligated to indemnify such Indemnified Person of notice of Party (such notified Party, the Third-Party Claim“Responsible Party”); provided, provided that the failure to give a Third-Party such Notice of Claim Notice on a timely basis shall not affect relieve the indemnification provided hereunder Responsible Party of its obligations hereunder, except to the extent that the Indemnifying Person shall have been Responsible Party is actually and materially prejudiced as a result of such failurethereby. Upon receipt of the Third-The Responsible Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right right, but not the obligation, within thirty (30) days after receipt of such Notice of Claim to approve or reject assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement and related expensesor defense thereof; provided, however, that upon rejection such Responsible Party will not be entitled to assume (or, in the case of clause (iii) below, will be entitled to assume jointly with the Indemnified Party) the settlement or defense of any settlement and related expensessuch Third Party Claim if: (i) such Responsible Party shall not have acknowledged in writing its obligation to indemnify the Indemnified Party in respect of such Third Party Claim pursuant to this Agreement; (ii) such claim, based on the remedy being sought, could result in criminal Liability of, or equitable remedies against, the Indemnified Person shall assume control Party; (iii) the Indemnified Party reasonably believes (based upon the advice of its counsel) that the interests of the defense of such Third-Responsible Party Claim and the liability of the Indemnifying Person Indemnified Party with respect to such Third-claim are in actual or potential conflict with one another, and as a result, the Responsible Party Claim could not adequately represent the interests of the Indemnified Party in such claim; or (iv) the claim is subject to the Cap, if applicable, and asserts an amount of Losses which, when taken together with all amounts paid to the Indemnified Party for resolved indemnification claims that are subject to the Cap and the maximum aggregate amount of Losses alleged in all other unresolved indemnification claims that are subject to the Cap, exceeds the Cap; provided, further that the Indemnified Party shall cooperate with the Responsible Party in connection therewith and the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (it being understood that the fees and expenses of such counsel shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesborne by such Buyer Indemnitee).

Indemnification Procedure for Third Party Claims. (a) In Promptly, and in any event within 30 days after the event that receipt by any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person hereto of notice of any claim or the Third-commencement of any action or proceeding by a third party, such party will, if a claim with respect thereto is to be made against any party obligated to provide indemnification hereunder (the "Indemnifying Party"), give such Indemnifying Party Claim; providedwritten notice of such claim or the commencement of such action or proceeding, that but any failure to give a Third-notify timely the Indemnifying Party Claim Notice on a timely basis shall not affect relieve the indemnification provided Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Person shall have been Party was actually prejudiced by the failure to be notified timely and materially prejudiced except as a result of such failureprovided in Section 13.04(b). Upon receipt unconditional and unqualified written acknowledgment of the Third-Party Claim Notice from the Indemnified Person, Party's entitlement to indemnification therefor and if the Indemnifying Person shall be entitledParty has sufficient resources to pay any final judgment, at the such Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right right, at its option, to approve settle, compromise or reject defend, at its own expense and with its own counsel, any such claim, action or proceeding involving the settlement and related expenses; providedasserted liability of the party seeking such indemnification (the "Indemnified Party"), howeverprovided that the Indemnifying Party shall not settle, that upon rejection compromise or consent to the entry of any settlement and related expensesjudgment in any pending or threatened claim, action or proceeding except with the consent of the Indemnified Person Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party fails to assume control of the defense of such Third-claim, action or proceeding within 30 days of receipt of notice of such claim, action or proceeding, or if at any time the Indemnifying Party Claim shall fail to defend in good faith any such claim, action or proceeding, the Indemnified Party may assume the defense thereof and may employ counsel with respect thereto and all fees and expenses of such counsel shall be paid by the Indemnifying Party, and the liability Indemnified Party may conduct and defend such claim, action or proceeding in such manner as it may deem appropriate, subject, however, to the last sentence of this Section 13.05. If any Indemnifying Party undertakes to compromise, settle or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted liability. The Indemnified Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter with respect to which the Indemnifying Party has undertaken the defense, and the Indemnifying Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter which the Indemnified Party is defending. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding except (i) with the consent of the Indemnifying Person Party (which consent shall not be unreasonably withheld or delayed), or (ii) where the Indemnifying Party is relieved of any and all liabilities and obligations in connection with respect to such Third-Party Claim shall be limited any settlement, compromise or consent to the amount or the monetary equivalent entry of the rejected settlement and related expensesany judgment.

Indemnification Procedure for Third Party Claims. If any DaVita Indemnitee or any Rockwell Indemnitee entitled to indemnification under this Article XII (the “Indemnified Party”) receives notice of the assertion of any claim, or the commencement of any suit, action, or proceeding by any Person who is not a party hereto or an Affiliate of a party hereto (a “Third Party Claim”) against such Indemnified Party, the Indemnified Party shall give written notice regarding such Third Party Claim to the party hereto that is required to provide indemnification under this Article XII (the “Indemnifying Party”) within thirty (30) days after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, which Defense Notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Third Party Claim (the “Defense Counsel”), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that: (a) the Indemnified Party shall have the right to [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned, or delayed by the Indemnified Party and (b) as a condition precedent to the Indemnifying Party’s right to assume control of such defense, the Indemnifying Party must first enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible for any and all Losses relating to such Third Party Claim and unconditionally guarantees the payment and performance of any and all Losses which may arise with respect to such Third Party Claim, subject to the terms and conditions set forth in this Section 12. The Indemnifying Party shall not have the right to assume control of, but may participate in, and the Indemnified Party shall have the sole right to assume control of any Third Party Claim, at its own expense which: (i) seeks a temporary restraining order, a preliminary or permanent injunction, or specific performance against the Indemnified Party, (ii) involves criminal or quasi-criminal allegations against the Indemnified Party, (iii) if unsuccessful would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) imposes liability in the part of the Indemnified Party for substantially all of which the Indemnified Party is not entitled to indemnification under this Article XII. If the Indemnifying Party is permitted to assume and control the defense of any Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (B) the Indemnified Party has been advised by counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, or (C) the Indemnifying Party has failed to assume the defense and employ counsel, in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any Third Party Claim without the prior written consent of the Indemnified Party if (w) such judgment or settlement would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (x) such judgment or settlement would result in the finding or admission of any violation of any federal, state, or local law, statute, ordinance, or regulation, (y) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such Third Party Claim, or (z) as a result of such judgment or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. In the event that any party the Indemnifying Party fails to give the Defense Notice within thirty (the “Indemnified Person”30) desires to make days of receiving notice of a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which Third Party Claim from the Indemnified Person may seek indemnification hereunder Party, it shall be deemed to have elected not to conduct the defense of such Third Party Claim, or in respect the event the Indemnifying Party does deliver a Defense Notice within thirty (30) days of receiving notice of such Third Party Claim from the Indemnified Party and thereby elects to not conduct the defense of such Third Party Claim, then in either such event the Indemnified Party shall have the right to conduct and control the defense of such Third Party Claim in good faith and to compromise and settle such Third Party Claim or consent to the entry of a claim or demand made judgment of such Third Party Claim in good faith without the prior consent of the Indemnifying Party. A failure by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete, or accurate notice as provided in this Section 12.3 will not affect the indemnification provided hereunder rights or obligations of the Indemnifying Party except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, Party entitled to assume or participate in the defense receive such notice was deprived of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect failure to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesgive timely notice.

Indemnification Procedure for Third Party Claims. (ai) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or Proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Third-Third Party Claim”) against such Indemnified Party, with respect to which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice of such Indemnified Person must notify claim to the Indemnifying Person in writing, Party within thirty (30) days after learning of such claim (the Third-Party Claim (a “Third-Party Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Claim Notice, which Defense Notice shall specify the counsel the Indemnifying Party Claimwill appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, and related expensesin the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval (and such process shall be repeated until the Indemnified Party shall have approve the Defense Counsel specified by the Indemnifying Party); provided, howeverfurther, that upon rejection if such claim is covered by insurance and the insurance policy governs the selection of any settlement and related expensescounsel, the Indemnified Person terms of the insurance policy shall govern. If the Indemnifying Party delivers a Defense Notice, the delivery of such Defense Notice shall constitute acceptance of responsibility for such claim or action and the Indemnifying Party shall be fully responsible for all liabilities arising out of or relating to such claim or action, including the costs of the defense thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of the defense of such Third-a Third Party Claim and shall pay the liability reasonable fees and expenses of counsel retained by the Indemnified Party if (x) the Third Party Claim seeks injunctive or other equitable relief, (y) the Indemnified Party, in the claim notice to the Indemnifying Party, states that, based on advice of counsel, it believes that its interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Person Party, (y) such Indemnifying Party is unable to or does not provide the Indemnified Party with respect reasonable assurance of its ability to pay the expenses of the defense against such Third-Third Party Claim, or (z) the Third Party Claim shall be limited involves or is related to the amount or the monetary equivalent of the rejected settlement and related expensesa Designated Claim.

Indemnification Procedure for Third Party Claims. (a) In a)In the event that subsequent to the Closing Date any party (the “Indemnified Person”) desires to make Indemnitee asserts a claim against any other party (the “Indemnifying Person”) for Losses on account of or in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made the commencement of any action or proceeding against such Indemnitee (or if the Indemnitee is Buyer, against the Company) by any Person who is not a party to this Agreement against the Indemnified Person (including any Governmental Authority) (a “Third-Party Claim”), the Indemnitee shall promptly give written notice thereof together with a summary in reasonable detail of any available information regarding such Indemnified Person must notify claim (the Indemnifying Person in writing, “Notice of the Third-Party Claim (a “Third-Party Claim NoticeClaim”) as to the Indemnitor promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Party Claim; provided, that failure . Failure by an Indemnitee to give provide notice on a timely basis of a Third-Party Claim Notice on a timely basis shall not affect relieve the indemnification provided hereunder Indemnitor of its obligations under this Agreement, except and only to the extent that the Indemnifying Person shall have been actually and materially prejudiced as a result Indemnitor forfeits rights or defenses by reason of such failure. Upon The Indemnitor shall have the right, upon written notice to the Indemnitee (the “Defense Notice”) within 15 days of its receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s electionof Claim, to assume or participate conduct at its expense the defense against such claim in its own name, or, if necessary, in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense name of the Third-Party ClaimIndemnitee; provided, however, that the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Indemnitee shall have the right to approve the defense counsel representing the Indemnitee in such defense, which approval shall not be unreasonably conditioned, withheld or reject delayed, and in the settlement event the Indemnitor and related expenses; the Indemnitee cannot agree upon such counsel within ten days after the Defense Notice is provided, howeverthen the Indemnitor shall propose an alternate defense counsel, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim which shall be limited subject again to the amount Indemnitee’s approval, which approval shall not be unreasonably conditioned, withheld or the monetary equivalent of the rejected settlement and related expensesdelayed.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event of the initiation of any legal proceeding against an Indemnitee by a Third Party, the Indemnitor shall have the right after the receipt of notice, at its option and at its own expense, to be represented by counsel (which counsel shall be reasonably satisfactory to the Indemnitee) and to defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Damage Indemnified against hereunder, provided, however, (i) that the Indemnitor exercises such option in writing within 30 days of receipt of notice; and (ii) that the Indemnitee may participate in any party (the “Indemnified Person”) desires such proceeding with counsel of its choice and at its expense. The parties hereto agree to make a claim against any cooperate fully with each other party (the “Indemnifying Person”) in connection with the defense, negotiation or settlement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a such legal proceeding, claim or demand made by demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any Person not a party such proceeding, claim or demand, the Indemnitee may retain counsel (reasonably satisfactory to this Agreement against Indemnitor) at the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, expense of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by Indemnitor and control the defense of and settlement of such Indemnified Person of notice of the Third-Party Claimproceeding; provided, that failure to give a Third-Party Claim Notice on a timely basis the Indemnitor shall not affect nevertheless indemnify the indemnification provided hereunder except to Indemnitee for the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt full amount of the Third-Party Claim Notice from Damages relating to such proceeding, claim or demand and provided, further, that the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person Indemnitee shall give the Indemnified Person ten Indemnitor twenty (1020) calendar days’ days written notice prior to executing entering into any settlement agreement and the Indemnified Person shall have the right to approve or reject the such settlement and related expenses; providedshall not settle any such claim without the consent of the Indemnitor, however, that upon rejection which consent shall not be unreasonably withheld and which consent shall be deemed to have been granted if the Indemnitor fails to respond to the Indemnitee's properly noticed request for such consent. If the Indemnitee shall settle any such proceeding without the consent of any settlement and related expensesthe Indemnitor, the Indemnified Person Indemnitee shall assume control of thereafter have no claim against the defense of such Third-Party Claim and the liability of the Indemnifying Person Indemnitor under this Article IX with respect to any Damages occasioned by such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensessettlement.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving Taxes which procedure is set forth in, and which shall be governed exclusively by, Article XIV, in the event that subsequent to any party Closing, any Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Government Entity (a “Third-Third Party Claim”), against such Indemnified Person must notify Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), such Indemnified Party shall deliver notice of such claim (the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Defense Notice”) as promptly as reasonably possible to the Indemnifying Party with reasonable promptness after receipt, but in no event later than the Indemnified Party receives notice of such Third Party Claim. The Indemnifying Party shall have the right upon written notice to the Indemnified Party within fifteen (15) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Defense Notice to conduct, at its sole expense, the defense against such claim in its own name, or if necessary in the name of the Indemnified Party, and with counsel reasonably satisfactory to the Indemnified Party. In the event that the Indemnifying Party Claim; provideddoes elect to conduct the defense of the subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right, at its sole expense, to participate in the defense assisted by counsel of its own choosing, provided that failure the Indemnified Party shall have the right to give a Third-compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except or cease to the extent the Indemnifying Person shall have been actually and materially prejudiced defend against such claim, if pursuant to or as a result of such failure. Upon receipt of settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Third-Indemnified Party, (ii) each claimant or plaintiff in such Third Party Claim Notice from has not given to the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the an unconditional release from all liability of the Indemnifying Person with respect to such Third-Third Party Claim or (iii) there will be a settlement that provides for any other relief other than the payment by the Indemnifying Party of monetary damages. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be limited entitled to have sole control over, the amount defense or settlement of any claim solely in the monetary equivalent event of a proceeding to which the Indemnifying Party is also a Party and the Indemnified Party provides a legal opinion that a conflict exists as a result of the rejected settlement and related expensesIndemnifying Party’s control over such proceedings.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any legal proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim legal proceeding, it will not settle the legal proceeding without the prior written consent of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such legal proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 9.4 hereof, the Indemnitor does not undertake to defend any such legal proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any legal proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at the cost expense of Indemnifying Person. In any case in which the Indemnifying Person assumes Indemnitor, to assume the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseslegal proceeding; provided, however, that upon rejection of in any settlement and related expenses, event the Indemnified Person shall assume control Indemnitee may not settle such legal proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed. As used herein, a "legal proceeding" includes any judicial, administrative or arbitral action, suit, proceeding (public or private), claim or governmental proceeding.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any Legal Proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Indemnitor shall have the right after the receipt of notice, at its option and at its own expense, to approve be represented by counsel (which counsel shall be reasonably satisfactory to the Indemnitee) and to defend against, negotiate, settle or reject the settlement and related expensesotherwise deal with any proceeding, claim or demand which relates to any Damages indemnified against hereunder; provided, however, (i) that upon rejection the Indemnitor exercises such option in writing within 30 days of receipt of notice; and (ii) that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such Legal Proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel (reasonably satisfactory to Indemnitor) at the expense of the Indemnitor and control of the defense of and settlement of such Third-Party Claim and proceeding; provided, that the liability Indemnitor shall nevertheless indemnify the Indemnitee for the full amount of the Indemnifying Person Damages relating to such proceeding, claim or demand; and provided, further, that the Indemnitee shall give the Indemnitor twenty (20) days written notice prior to entering into any such settlement and shall not settle any such claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld and which consent shall be deemed to have been granted if the Indemnitor fails to respond to the Indemnitee's properly noticed request for such consent. If the Indemnitee shall settle any such proceeding without the consent of the Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Section 16 with respect to any Damages occasioned by such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensessettlement.

Indemnification Procedure for Third Party Claims. (a) In Promptly, and in any event within 30 days after the event that receipt by any party hereto of notice of any claim or the commencement of any action or proceeding by a third party, such party will, if a claim with respect thereto is to be made against any party obligated to provide indemnification hereunder (the “Indemnified Person”) desires to make a claim against any other party (the “"INDEMNIFYING Party"), give such Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect Party written notice of a such claim or demand made by the commencement of such action or proceeding, but any Person not a party failure to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must timely notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect relieve the indemnification provided Indemnifying Party of its obligations hereunder except to the extent it was actually prejudiced thereby. Upon unconditional and unqualified written acknowledgment of the Indemnified Party's entitlement to indemnification therefor and if the Indemnifying Person shall have been actually and materially prejudiced as a result of Party has sufficient resources to pay any final judgment, such failure. Upon receipt of the Third-Indemnifying Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right right, at its option, to approve settle, compromise or reject defend, at its own expense and with its own counsel, any such claim, action or proceeding involving the settlement and related expenses; providedasserted liability of the party seeking such indemnification (the "INDEMNIFIED PARTY"), howeverprovided that the Indemnifying Party shall not settle, that upon rejection compromise or consent to the entry of any settlement and related expensesjudgment in any pending or threatened claim, action or proceeding except with the consent of the Indemnified Person Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party fails to assume control of the defense of such Third-claim, action or proceeding within 30 days of receipt of notice of such claim, action or proceeding, or if at any time the Indemnifying Party Claim shall fail to defend in good faith any such claim, action or proceeding, the Indemnified Party may assume the defense thereof and may employ counsel with respect thereto and all fees and expenses of such counsel shall be paid by the Indemnifying Party, and the liability Indemnified Party may conduct and defend such claim, action or proceeding in such manner as it may deem appropriate, subject, however, to the last sentence of this Section 11.05. If any Indemnifying Party undertakes to compromise, settle or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted liability. The Indemnified Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter with respect to which the Indemnifying Party has undertaken the defense, and the Indemnifying Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter which the Indemnified Party is defending. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding except with the consent of the Indemnifying Person with respect to such Third-Party Claim (which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed).

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party person or entity entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person entity who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Body, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person Party shall give written notice together with a statement of any available information (a “Third-Party Claim”), other than privileged information) regarding such Indemnified Person must notify claim to the Indemnifying Person in writingParty within thirty (30) business days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, of upon written notice to the Third-Indemnified Party Claim (a “Third-Party Claim the "Defense Notice”") as promptly as reasonably possible after receipt, but in no event later than within fifteen days (15) calendar days after receipt, by such receipt from the Indemnified Person Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person Party's approval which approval shall assume control of not be unreasonably withheld. If the defense of parties still fail to agree on the Defense Counsel, then, at such Third-Party Claim and time, they shall mutually agree in good faith on a procedure to determine the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesDefense Counsel.

Indemnification Procedure for Third Party Claims. If any DaVita Indemnitee or any Rockwell Indemnitee entitled to indemnification under this Article XII (the “Indemnified Party”) receives notice of the assertion of any claim, or the commencement of any suit, action or proceeding by any Person who is not a party hereto or an Affiliate of a party hereto (a “Third Party Claim”) against such Indemnified Party, the Indemnified Party shall give written notice regarding such Third Party Claim to the party hereto that is required to provide indemnification under this Article XII (the “Indemnifying Party”) within [* *] after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within [* *] after receipt from the Indemnified Party of notice of such Third Party Claim, which Defense Notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Third Party Claim (“Defense Counsel”), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that: (a) the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed by the Indemnified Party and (b) as a condition precedent to the Indemnifying Party’s right to assume control of such defense, the Indemnifying Party must first enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible for any and all Losses relating to such suit Third Party Claim and unconditionally guarantees the payment and performance of any and all Losses which may arise with respect to such Third Party Claim, subject to the terms and conditions set forth in this Section 12. The Indemnifying Party shall not have the right to assume control of, but may participate in, and the Indemnified Party shall have the sole right to assume control of any Third Party Claim which: (i) seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) involves criminal or quasi-criminal allegations against the Indemnified Party, (iii) if unsuccessful would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) imposes liability in the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification under this Article XII. If the Indemnifying Party is permitted to assume and control the defense of any Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (V) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and 12 the Indemnified Party, or (C) the Indemnifying Party has failed to assume the defense and employ counsel, in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any Third Party Claim without the prior written consent of the Indemnified Party if (w) such judgment or settlement would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (x) such judgment or settlement would result in the finding or admission of any violation of any federal, state or local law, statute, ordinance or regulation, (y) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such Third Party Claim, or (z) as a result of such judgment or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. In the event that any party (the “Indemnified Person”) desires Indemnifying Party fails to make a claim against any other party (give the “Indemnifying Person”) in connection with any Losses for which Defense Notice within [* *] of receiving notice of such Third Party Claim from the Indemnified Person may seek indemnification hereunder Party, it shall be deemed to have elected not to conduct the defense of such Third Party Claim, or in respect the event the Indemnifying Party does deliver a Defense Notice within [* *] of receiving notice of such Third Party Claim from the Indemnified Party and thereby elects to not conduct the defense of such Third Party Claim, then in either such event the Indemnified Party shall have the right to conduct and control the defense of such Third Party Claim in good faith and to compromise and settle such Third Party Claim or consent to the entry of a claim or demand made judgment of such Third Party Claim in good faith without the prior consent of the Indemnifying Party. A failure by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this Section 12.3 will not affect the indemnification provided hereunder rights or obligations of the Indemnifying Party except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, Party entitled to assume or participate in the defense receive such notice was deprived of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect failure to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesgive timely notice.

Indemnification Procedure for Third Party Claims. (a) In the event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a proceeding, claim or demand made by which relates to any Person not a party to this Agreement loss, claim, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding, with counsel of its choice and at its own expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume indemnitee may retain counsel, at the Indemnitor's expense, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration panel or administrative agency of competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or bank cashier's check within thirty days after the monetary equivalent date of the rejected settlement and related expensessuch notice.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), then such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to such Indemnifying Party within sixty (a “Third-Party Claim Notice”60) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that failure to give such written notice within any particular time period shall not adversely affect the Indemnified Party’s right to indemnification except, and to the extent that, the Indemnifying Party can show that the failure to give such notification on a timely basis adversely affected the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the “Defense Notice”), within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement and related expensesor cessation, (a) injunctive or other equitable relief would be imposed against the Indemnified Person shall assume control of the defense of Party, or (b) each claimant or plaintiff in such Third-Third Party Claim and has not given to the liability of the Indemnifying Person Indemnified Party an unconditional release from all Liability with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesClaim.

Indemnification Procedure for Third Party Claims. a. If, following the Closing, any Person that is or may be entitled to indemnification under this Agreement (a) In the event that any party (the “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion or commencement of any action, suit, claim, or other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim legal proceeding made or demand made brought by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (a “Third-Party Claim”) against such Indemnified Party with respect to which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), such the Indemnified Person must notify Party shall give the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of prompt written notice of the Third-Party Claim; provided, that thereof. The failure to give a Third-such prompt written notice shall not, however, relieve the Indemnifying Party Claim Notice on a timely basis shall not affect the of its indemnification provided hereunder obligations with respect thereto, except and only to the extent that the Indemnifying Person shall have been Party is actually and materially prejudiced as a result of such failure. Upon receipt of Such notice by the Indemnified Party shall describe the Third-Party Claim Notice from in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been sustained by the Indemnified PersonParty. The Indemnifying Party shall have the right to participate, at its own cost and expense, in or, by giving written notice to the Indemnified Party and subject to Section 11.5(d), provided that the Indemnifying Person shall be entitled, at Party agrees in writing to indemnify the Indemnifying Person’s electionIndemnified Party for any Losses that may arise therefrom (subject to all applicable limitations on indemnity set forth in this Agreement), to assume or participate in and control the defense of any Third-Party Claim at the cost of Indemnifying PersonParty’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall reasonably cooperate in good faith in such defense. In any case in which the event that the Indemnifying Person Party assumes the defense of the any Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten subject to Section 11.5(b) and (10d), (i) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person it shall have the right to approve take such action as it deems necessary to avoid, dispute, defend, appeal, or reject make counterclaims pertaining to any such Third-Party Claim in the settlement name and related expenses; providedon behalf of the Indemnified Party and (ii) the Indemnified Party shall have the right, howeverat its own cost and expense, that upon rejection to participate in the defense of any settlement and related expensesThird -Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof (provided that the Indemnified Party may seek indemnity in accordance with the terms hereof for the reasonable costs of such separate counsel if the Indemnified Party reasonably determines that an actual conflict of interest of the Indemnifying Party’s counsel exists on a material issue with respect to such defense). If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Person Party may, subject to Section 11.5(b), pay, compromise, settle and defend such Third-Party Claim in its sole discretion. Seller and Buyer shall assume control cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of this Agreement) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesClaim.

Indemnification Procedure for Third Party Claims. (a) In the event that any subsequent to the Closing an indemnified party (the “Indemnified Person”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action by any Person entity which is not a party to this Agreement against the Indemnified Person (including any Governmental Entity) (a “Third-Third Party Claim”) against such indemnified party, with respect to which a party is required to provide indemnification under this Agreement, such indemnified party shall give written notice together with a statement of any available information regarding such claim (the “Notice of Claim”) to the indemnifying party promptly after learning of such claim. Provided that the indemnifying party (i) agrees in writing to its indemnity obligations hereunder for all damages or claims in connection with such matter and (ii) has sufficient financial resources to pay any reasonably possible damages, expenses or other costs in connection therewith (as determined in the reasonable discretion of indemnified party), such Indemnified Person must notify the Indemnifying Person in writingindemnifying party shall have the right, of upon written notice to indemnified party (the Third-Party Claim (a “Third-Party Claim Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice receipt from the indemnified party of the Third-Party Notice of Claim, to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the indemnified party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person indemnified party shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense counsel representing the indemnifying party, which approval shall not be unreasonably withheld. The indemnifying party shall not settle or compromise any Third Party Claim for which it has assumed the defense pursuant to this Section 10.3(a) without the indemnified party’s prior written consent thereto (which shall not be unreasonably withheld), unless the terms of such Third-Party Claim settlement or compromise discharge and release the liability indemnified party from all liabilities and obligations thereunder and do not involve a remedy other than the payment of money by the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesindemnifying party.

Indemnification Procedure for Third Party Claims. If any DaVita Indemnitee or any Rockwell Indemnitee entitled to indemnification under this Article XII (the “Indemnified Party”) receives notice of the assertion of any claim, or the commencement of any suit, action or proceeding by any Person who is not a party hereto or an Affiliate of a party hereto (a “Third Party Claim”) against such Indemnified Party, the Indemnified Party shall give written notice regarding such Third Party Claim to the party hereto that is required to provide indemnification under this Article XII (the “Indemnifying Party”) within thirty (30) days after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, which Defense Notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Third Party Claim (“Defense Counsel”), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that: (a) the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed by the Indemnified Party and (b) as a condition precedent to the Indemnifying Party’s right to assume control of such defense, the Indemnifying Party must first enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible for any and all Losses relating to such suit Third Party Claim and unconditionally guarantees the payment and performance of any and all Losses which may arise with respect to such Third Party Claim, subject to the terms and conditions set forth in this Section 12. The Indemnifying Party shall not have the right to assume control of, but may participate in, and the Indemnified Party shall have the sole right to assume control of any Third Party Claim which: (i) seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) involves criminal or quasi-criminal allegations against the Indemnified Party, (iii) if unsuccessful would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) imposes liability in the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification under this Article XII. If the Indemnifying Party is permitted to assume and control the defense of any Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (V) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, or (C) the Indemnifying Party has failed to assume the defense and employ counsel, in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any Third Party Claim without the prior written consent of the Indemnified Party if (w) such judgment or settlement would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (x) such judgment or settlement would result in the finding or admission of any violation of any federal, state or local law, statute, ordinance or regulation, (y) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such Third Party Claim, or (z) as a result of such judgment or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. In the event that any party the Indemnifying Party fails to give the Defense Notice within thirty (the “Indemnified Person”30) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which days of receiving notice of such Third Party Claim from the Indemnified Person may seek indemnification hereunder Party, it shall be deemed to have elected not to conduct the defense of such Third Party Claim, or in respect the event the Indemnifying Party does deliver a Defense Notice within thirty (30) days of receiving notice of such Third Party Claim from the Indemnified Party and thereby elects to not conduct the defense of such Third Party Claim, then in either such event the Indemnified Party shall have the right to conduct and control the defense of such Third Party Claim in good faith and to compromise and settle such Third Party Claim or consent to the entry of a claim or demand made judgment of such Third Party Claim in good faith without the prior consent of the Indemnifying Party. A failure by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this Section 12.3 will not affect the indemnification provided hereunder rights or obligations of the Indemnifying Party except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, Party entitled to assume or participate in the defense receive such notice was deprived of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect failure to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesgive timely notice.

Indemnification Procedure for Third Party Claims. (a) In the event that any Indemnitee is entitled to indemnification with respect to any Loss arising from any Proceeding, judicial or administrative, instituted by any third party (the “Indemnified Person”) desires any such third-party Proceeding being referred to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (as a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, Indemnitee shall give the Indemnitor prompt notice thereof. Any failure or delay on the part of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure Indemnitee to give a Third-Party Claim Notice on a timely basis such notice shall not affect whether an Indemnitor is liable to indemnify the indemnification provided hereunder Indemnitee except and to the extent that the Indemnifying Person shall have been actually and materially Indemnitor is prejudiced as a result of such failurethereby. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person The Indemnitor shall be entitledentitled to, at the Indemnifying PersonIndemnitor’s electionexpense, to assume or participate in the defense of any such Third-Party Claim at and, if it so chooses and acknowledges in a writing delivered to the cost of Indemnifying Person. In Indemnitee that any case Losses that may be incurred by an Indemnitor in which the Indemnifying Person assumes the defense of the connection with such Third-Party ClaimClaim shall be indemnified by the Indemnitor pursuant to this Article VI, to assume the Indemnifying Person shall give defense thereof with counsel selected by the Indemnified Person ten (10) calendar days’ notice prior Indemnitor and reasonably satisfactory to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesIndemnitee; provided, however, that upon rejection of any settlement and related expensesnotwithstanding the foregoing, the Indemnified Person Indemnitor shall not be entitled to assume (and/or maintain) control of the defense of such Third-Party Claim if (i) the claim seeks an injunction or equitable relief against any Indemnitee or would not result solely in monetary liability or damages for which the Indemnitor is responsible hereunder, (ii) the Indemnitee reasonably concludes based on the advice of counsel that it may have defenses available to it which are different from or in addition to those available to such Indemnitor, or that a reasonable likelihood exists of an actual or potential conflict of interest between the Indemnitor, on the one hand, and the liability of Indemnitee, on the Indemnifying Person with respect other hand, or (iii) the Indemnitee reasonably believes that the Losses relating to such Third-Party Claim shall would exceed the maximum amount for which the Indemnitor could be limited to liable under this Article VI (clauses (i) – (iii) are, collectively, the amount or the monetary equivalent of the rejected settlement and related expenses“Litigation Conditions”).

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly following receipt by a party seeking indemnification (the “Indemnified PersonParty”) desires to make of notice by a claim against any other third party (including any Governmental Entity) of any complaint or the “Indemnifying Person”) in connection commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment under this Article IX for any Losses for which Purchaser Loss or any Seller Loss (as the Indemnified Person case may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person be), other than Warranty Work (each, a “Third-Third Party Claim”), such Indemnified Person must Party shall notify the Purchaser or the Seller, as the case may be (the “Indemnifying Party”), provided, however, that the failure to so notify the Indemnifying Person in writing, of Party shall relieve the Third-Indemnifying Party from liability hereunder with respect to such Third Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receiptonly if, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except and only to the extent that, such failure to so notify the Indemnifying Person Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such Third Party Claim. The Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from right, upon written notice delivered to the Indemnified Person, Party within ten (10) days thereafter assuming full responsibility for any Purchaser Losses or Seller Losses (as the Indemnifying Person shall be entitled, at the Indemnifying Person’s electioncase may be) resulting from such Third Party Claim, to assume or participate in the defense of any Third-such Third Party Claim at Claim, including the cost employment of Indemnifying Personcounsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In any case in which the event, however, that the Indemnifying Person assumes Party declines or fails to assume the defense of the Third-Third Party ClaimClaim on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10)-day period, then such Indemnified Party may employ counsel to represent or defend it in any such Third Party Claim and the Indemnifying Person Party shall give pay the reasonable fees and disbursements of such counsel as incurred. In any Third Party Claim for which indemnification is being sought hereunder the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and Party or the Indemnified Person Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to approve participate in such matter and to retain its or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, his own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Person Party (as the case may be) shall assume control at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of such Third-Party Claim any matter the defense of which it is maintaining and the liability of the Indemnifying Person to cooperate in good faith with each other with respect to the defense of any such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesmatter.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (claim, issuance of any order, or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person entity who is not a party to this Agreement or an Affiliate of such a party (including, but not limited to any Governmental Entity) against such Indemnified Party, or intends to conduct a voluntary recall (which, if not made voluntarily, would be reasonably likely to be required by a Governmental Entity under applicable Law) of any Finished Goods Inventory (any of the foregoing being a "Third Party Claim"), in each case against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person Party shall give written notice of such claim to the Indemnifying Party within 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a “Third-Party Claim”reasonable opportunity to respond to such claim), together with a statement of any available information regarding such claim and the counsel the Indemnified Person must notify Party intends to employ in connection with such claim. The Indemnifying Party shall have the Indemnifying Person in writingright, of upon written notice to the Third-Indemnified Party Claim (a “Third-Party Claim the "Defense Notice”") as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar within 30 days after receipt, by such receipt from the Indemnified Person Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or reject delayed, and, in the settlement event the Indemnifying Party and related expenses; the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person Party's approval, which approval shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any Legal Proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim at Legal Proceeding, it will not settle the cost Legal Proceeding without the prior written consent of Indemnifying Personthe Indemnitee (which shall not be unreasonably withheld or delayed). In any case The Indemnitee shall cooperate in which all reasonable respects with the Indemnifying Person assumes Indemnitor and its attorneys in the investigation, trial and defense of any Legal Proceeding and any appeal arising therefrom (including the Third-Party Claimfiling in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such Legal Proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 9.4 hereof, the Indemnifying Person Indemnitor does not undertake to defend any such Legal Proceeding, the Indemnitee may, but shall give the Indemnified Person ten (10) calendar days’ notice prior to executing have no obligation to, contest or defend against any settlement agreement Legal Proceeding and the Indemnified Person Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right to approve or reject assume the settlement and related expensesdefense of the Legal Proceeding at the expense of the Indemnitor with counsel reasonably acceptable to the Indemnitor; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control Indemnitee may not settle such Legal Proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (of the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect assertion of a claim or demand made the initiation of any legal proceeding against an Indemnitee by any Person not a party to this Agreement against third party, the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify Indemnitor will have the Indemnifying Person in writing, of absolute right after the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitlednotice, at the Indemnifying Person’s electionits option and at its own expense, to assume be represented by counsel of its choice, and to defend against, negotiate, settle or participate in the defense of otherwise deal with any Third-Party Claim at the cost of Indemnifying Person. In proceeding, claim or demand which relates to any case in which the Indemnifying Person assumes the defense of the Third-Party Claimloss, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve liability or reject the settlement and related expensesdamage indemnified against hereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel, at the Indemnitor's expense, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. In the event a claim, demand or legal proceeding arises in connection with events or allegations such that LMFP and the liability Bank each seek indemnification from the other by reason of the Indemnifying Person claim, the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the monetary equivalent date of the rejected settlement and related expensessuch notice.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any legal proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim legal proceeding, it will not settle the legal proceeding without the prior written consent of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such legal proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 10.4 hereof, the Indemnitor does not undertake to defend any such legal proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any legal proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at the cost expense of Indemnifying Person. In any case in which the Indemnifying Person assumes Indemnitor, to assume the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseslegal proceeding; provided, however, that upon rejection of in any settlement and related expenses, event the Indemnified Person shall assume control Indemnitee may not settle such legal proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed. As used herein, a "legal proceeding" includes any judicial, administrative or arbitral action, suit, proceeding (public or private), claim or governmental proceeding.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party person or entity entitled to indemnification under this Agreement (the “Indemnified Person”an "INDEMNIFIED PARTY") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person entity that is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or governmental authority, federal, state or local) (a "THIRD PARTY CLAIM") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person (Party shall give written notice together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within sixty (a “Third-Party Claim Notice”60) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, by such upon written notice to the Indemnified Person Party (the "DEFENSE NOTICE") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim ("DEFENSE COUNSEL"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person shall assume control of Party's approval. If the defense of parties still fail to agree on Defense Counsel, then, at such Third-Party Claim and the liability time, each of the Indemnifying Person with respect to such Third-Party Claim and Indemnified Parties shall be limited to choose an arbitrator who, in turn shall select a third arbitrator, and the amount or the monetary equivalent of the rejected settlement and related expensesthree arbitrators shall select Defense Counsel.

Indemnification Procedure for Third Party Claims. (a) In the event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim proceeding, claim, or demand made by which relates to any Person not a party to this Agreement loss, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties will cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel, at the expense of the Indemnitor, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration board or administrative agency or competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummate, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the monetary equivalent date of the rejected settlement and related expensessuch notice.

Indemnification Procedure for Third Party Claims. (a) In the event that case of any claim asserted by a third party (the “Indemnified Person”) desires which claim is subject to make a claim against any other indemnification by either party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (hereunder, ( a “Third-Party Claim”), such Indemnified Person must the party seeking indemnification (the “Indemnitee”) shall notify the Indemnifying Person other party (the “Indemnitor”) promptly after has actual knowledge of any such Third-Party Claim as to which indemnity may be sought (provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder except to the extent materially prejudiced by such failure), and Indemnitee shall permit the Indemnitor, at its sole expense, to assume the defense of any such Third-Party Claim, provided that Indemnitee may participate in writingsuch defense or administration at Indemnitee’s sole expense (provided, however, that if a conflict of interest exists such that separate counsel must be engaged by Indemnitee and the Indemnitor, the Indemnitor shall be responsible for the reasonable fees and costs for such counsel for Indemnitee bug only for one separate counsel for all Indemnitees). The Indemnitor, in the defense of any such Third-Party Claim, shall not, except with the consent of Indemnitee, which Indemnitee agrees will not be unreasonably withheld, conditioned or delayed with respect to a monetary settlement, judgment or relief, (a) consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief against Indemnitee or (b) pursue any course of defense of any such Third-Party Claim subject to indemnification hereunder if Indemnitee shall reasonably and in good faith determine that the conduct of such defense could be expected to adversely affect in any material respect Indemnitee, its direct or indirect owners, the use of the Properties to which the Third-Party Claim (relates. In addition, if the Indemnitor obtains and desires to accept from a “party to any such Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure an offer to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of settle the Third-Party Claim Notice from solely for an amount certain, then Indemnitee agrees that if requested by the Indemnified PersonIndemnitor, the Indemnifying Person shall be entitledIndemnitee will, at the Indemnifying Person’s electionits sole expense, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and thereafter the liability of the Indemnifying Person Indemnitor’s obligation with respect to such Third-Party Claim shall not exceed the costs of defense then incurred and the dollar amount of the settlement the Indemnitor proposed to accept immediately prior to such assumption by Indemnitee, it being agreed between Indemnitee and the Indemnitor that Indemnitee will pay any greater amounts owing and bear any other impositions in excess of those contemplated in the proposed settlement arrangement. In the event that the Indemnitor does not accept the defense of any matter as above provided, Indemnitee shall have the full right to defend against any such Third-Party Claim or demand and shall be limited entitled to settle or agree to pay in full such Third-Party Claim or demand, in its sole discretion. In any event, the Indemnitor and Indemnitee shall cooperate in the defense of any action or claim subject to this Agreement and each agrees to make its records available to the amount other with respect to such defense as reasonably requested and to the extent doing so does not compromise any claim of privilege or the monetary equivalent any other defense available to it. Acceptance of the rejected settlement defense of any Third-Party Claim or of the administration of any Third-Party Claim by the Indemnitor shall be without prejudice to the Indemnitor’s right to assert at any time before or after accepting such defense or administration that it is not obligated to provide an indemnity, either in whole or in part, with respect to such Third-Party Claim. In the event that the Indemnitor asserts that it is not obligated to provide an indemnity to Indemnitee with respect to a Third-Party Claim, Indemnitee shall have the right to defend such Third-Party Claim, and related expenses.if the Indemnitor is adjudicated liable for indemnifying Indemnitee, the Indemnitor shall reimburse Indemnitee for its out-of-pocket expenses in defending such Third-Party Claim and all settlements and judgments reasonably incurred as a result of such Third-Party Claim. 40

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnified PersonParty”) desires of written notice of the institution of any legal proceeding, or of any claim or demand, asserted by a third party (a “Third Party Claim”) against the Indemnified Party with respect to make which a claim against any for indemnification is to be made pursuant to Section 8.01 or 8.02 herein, the Indemnified Party shall give written notice to the other party (the “Indemnifying PersonParty”) of such Third Party Claim. The Indemnifying Party shall be entitled to participate in and to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of such assumption of defense, and provided that the Indemnifying Party continues to diligently pursue such defense, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. Notwithstanding the foregoing, an Indemnified Party shall in all cases be entitled to control its defense, including, without limitation, the selection of separate counsel (at the cost and expense of the Indemnifying Party), of any Losses for which the Indemnified Person may seek indemnification hereunder Third Party Claim if such claim: (i) is reasonably likely to result in injunctions or other equitable remedies in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person Party which would significantly and adversely affect its business or operations in any materially adverse manner; (ii) is reasonably likely to result in material liabilities which may not be fully indemnified hereunder; (iii) is reasonably likely have a “Third-significant adverse impact on the business or the financial condition of the Indemnified Party Claim”)(including, such without limitation, a Material Adverse Effect on the tax liabilities, earnings or ongoing business relationships of the Indemnified Person must notify Party) even if the Indemnifying Person Party pays all indemnification amounts in writingfull or (iv) the anticipated defendants in any such situation, of proceeding or action include, without limitation, both the Third-Indemnified Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent and the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified PersonParty, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have reasonably concluded that there may be legal defenses available to it which are in conflict with those available to the right to approve or reject the settlement and related expensesIndemnifying Party; provided, however, that upon rejection in no event shall an Indemnifying Party be required to pay fees and expenses under this indemnity for more than one firm of attorneys (in addition to local counsel) in any jurisdiction in any one legal action or group of related legal actions. No Indemnifying Party or Indemnified Party will enter into any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Third Party Claim shall without the prior written consent of the other party unless such settlement (a) requires solely the payment of money damages by the Indemnifying Party or the Indemnified Party, as the case may be limited and (b) includes, without limitation, as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party or the Indemnifying Party, as the case may be, and the persons for whom the Indemnified Party or the Indemnifying Party, as the case may be, is acting or who are acting on behalf of the Indemnified Party or the Indemnifying Party, as the case may be, from all liability in respect of the proceeding giving rise to the amount or the monetary equivalent of the rejected settlement and related expensesThird Party Claim.

Indemnification Procedure for Third Party Claims. A party against whom indemnification is sought under this Agreement (athe “Indemnifying Party”) In shall have the event that any party right, but not the obligation, exercisable by written notice to the Person seeking such indemnification hereunder (the “Indemnified PersonParty”) desires to make a claim against any other party within thirty (the “Indemnifying Person”30) in connection with any Losses for which days after receipt of written notice from the Indemnified Person may seek indemnification hereunder Party of the commencement of or assertion of any claim, action, suit or proceeding by a third party in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person which indemnity may be sought hereunder (a “Third-Party Claim”), to assume the defense and control the settlement of such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “subject to the limitations set forth below) if such Third Party Claim involves (and continues to involve) solely money damages. The Indemnified Party shall have the right to assume the defense and control the settlement of any Third-Party Claim Notice”(x) as promptly as reasonably possible after receipt, but not described in no event later than fifteen the preceding sentence or (15y) calendar days after receipt, described in the preceding sentence whose defense and control of settlement has not been assumed by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person Party. The Indemnifying Party or the Indemnified Party, as the case may be, shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitledright to participate in (but not control), at the Indemnifying Person’s electionits own expense, to assume or participate in the defense of any Third-Party Claim at that the cost of other has the right to defend, as provided in this Agreement. The Indemnifying Person. In any case in which the Indemnifying Person assumes Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, enter into any compromise or settlement which (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a complete release by such Third Party of the Indemnified Party. The Indemnified Party shall have the sole and exclusive right to settle any Third-Party Claim, on such terms and conditions as it deems reasonably appropriate, to the Indemnifying Person shall give extent such Third-Party Claim involves equitable or other non-monetary relief against the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement Party, and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of settle any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and involving money damages for which the liability Indemnifying Party has not assumed the defense pursuant to this Section 9.6 with the written consent of the Indemnifying Person with respect to such Third-Party Claim Party, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person claim that may seek indemnification hereunder in respect give rise to indemnity under this Article XII resulting from or arising out of a any claim or demand made proceeding by any Person a person that is not a party hereto, the Indemnitor (unless the Indemnitee elects not to this Agreement against the Indemnified Person (a “Third-Party Claim”)seek indemnity hereunder for such claim) may, such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of upon written notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified PersonIndemnitee, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at such claim or proceeding if the cost Indemnitor acknowledges to the Indemnitee its right to indemnity pursuant hereto in respect of Indemnifying Personsuch claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder). In any case in which If the Indemnifying Person Indemnitor assumes the defense of the Third-Party Claimany such claim or proceeding, the Indemnifying Person Indemnitor shall give select counsel reasonably acceptable to the Indemnified Person ten (10) calendar days’ notice prior Indemnitee to executing any conduct the defense of such claim or proceeding, shall take all steps necessary in the defense or settlement agreement thereof and shall at all times diligently and promptly pursue the Indemnified Person resolution thereof. If the Indemnitor shall have assumed the right defense of any claim or proceeding in accordance with this Section 12.7, the Indemnitor shall be authorized to approve consent to a settlement of, or reject the settlement and related expensesentry of any judgment arising from, any such claim or proceeding, without the prior written consent of the Indemnitee; provided, however, that upon rejection the Indemnitor 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 Indemnitor shall not be authorized to encumber any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability assets of the Indemnifying Person Indemnitee or to agree to any restriction that would apply to the Indemnitee or to its conduct of business; and provided further, that a condition to any such settlement shall be a complete release of the Indemnitee with respect to such Third-Party Claim claim. The Indemnitee shall be limited entitled to participate in (but not control) the defense of any such action with its own counsel at its own expense. Each Indemnitee shall, and shall cause each of each Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnitor in the defense of any claim or proceeding being defended by the Indemnitor pursuant to this Section 12.7. If the Indemnitor does not assume the defense of any claim or proceeding resulting therefrom in accordance with the terms of this Section 12.7, the 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 amount Indemnitor, on such terms as the Indemnitee may deem appropriate. If the Indemnitor seeks to question the manner in which the Indemnitee defended such claim or proceeding or the monetary equivalent amount of or nature of any such settlement, the Indemnitor shall have the burden of proof by a preponderance of the rejected settlement and related expensesevidence that such Indemnitee did not defend such claim or proceeding in a reasonably prudent manner.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving Taxes, which procedure is set forth in, and which shall be governed exclusively by Section 8.5(a)(iii), in the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim for indemnification or receives notice of the assertion of any Third Party Claim against any other party (the “Indemnifying Person”) in connection with any Losses for such Indemnified Party, against which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person (Party shall give written notice together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within sixty (a “Third-Party Claim Notice”60) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, by such upon written notice to the Indemnified Person Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall state that he, she or it acknowledges his, her or its liability for indemnification hereunder and shall specify the counsel he, she or it will appoint to defend such claim ("Defense Counsel"), to conduct at his, her or its expense the defense against such claim in his, her or its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, and in the event the Indemnified Party reasonably withholds his, her or reject its approval within ten (10) days after the settlement and related expenses; Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenseswhich shall be subject again to the Indemnified Party's reasonable approval. Notwithstanding the foregoing, the Indemnified Person Indemnifying Party shall not be entitled to assume control of the defense of such Third-a Third Party Claim and shall pay the liability reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim seeks injunctive or other equitable relief, (ii) the Indemnified Party, in the claim notice to the Indemnifying Party, states that, based on advice of counsel, he, she or it believes that his, her or its interests in the Third Party Claim are, or can reasonably be expected to be, adverse to the interests of the Indemnifying Person Party, (iii) such Indemnifying Party is unable to provide the Indemnified Party with respect reasonable assurance of his, her or its ability to pay the expenses of the defense against such Third-Third Party Claim, or (iv) the Third Party Claim shall be limited involves or is related to the amount a Special Claim or the monetary equivalent of the rejected settlement and related expensesTaxes.

Indemnification Procedure for Third Party Claims. (a) In the event that case of any claim asserted by a third party (which claim is subject to indemnification by the “Indemnified Person”) desires to make a claim against any other either party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person hereunder, (a “Third-Party Claim”), such Indemnified Person must the party seeking indemnification (the “Indemnitee”) shall notify the Indemnifying Person other party (the “Indemnitor”) promptly after has actual knowledge of any such Third-Party Claim as to which indemnity may be sought (provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder except to the extent materially prejudiced by such failure), and Indemnitee shall permit the Indemnitor, at its sole expense, to assume the defense of any such Third-Party Claim, provided that Indemnitee may participate in writingsuch defense or administration at Indemnitee’s sole expense (provided, however, that if a conflict of interest exists such that separate counsel must be engaged by Indemnitee and the Indemnitor, the Indemnitor shall be responsible for the reasonable fees and costs for such counsel for Indemnitee). The Indemnitor, in the defense of any such Third-Party Claim, shall not, except with the consent of Indemnitee, which Indemnitee agrees will not be unreasonably withheld, conditioned or delayed with respect to a monetary settlement, judgment or relief, (a) consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-Monetary relief against Indemnitee or (b) pursue any course of defense of any such Third-Party Claim subject to indemnification hereunder if Indemnitee shall reasonably and in good faith determine that the conduct of such defense could be expected to adversely affect in any material respect Indemnitee, its direct or indirect owners, the use of the Property or Interest to which the Third-Party Claim (relates. In addition, if the Indemnitor obtains and desires to accept from a “party to any such Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure an offer to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of settle the Third-Party Claim Notice from solely for an amount certain, then Indemnitee agrees that if requested by the Indemnified PersonIndemnitor, the Indemnifying Person shall be entitledIndemnitee will, at the Indemnifying Person’s electionits sole expense, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and thereafter the liability of the Indemnifying Person Indemnitor’s obligation with respect to such Third-Party Claim shall not exceed the costs of defense then incurred and the dollar amount of the settlement the Indemnitor proposed to accept immediately prior to such assumption by Indemnitee, it being agreed between Indemnitee and the Indemnitor that Indemnitee will pay any greater amounts owing and bear any other impositions in excess of those contemplated in the proposed settlement arrangement. In the event that the Indemnitor does not accept the defense of any matter as above provided, Indemnitee shall have the full right to defend against any such Third-Party Claim or demand and shall be entitled to settle or agree to pay in full such Third-Party Claim or demand, in its sole discretion. In any event, the Indemnitor and Indemnitee shall cooperate in the defense of any action or claim subject to this Agreement and each agrees to make its records available to the other with respect to such defense as reasonably requested and to the extent doing so does not compromise any claim of privilege or any other defense available to it. Acceptance of the defense of any Third-Party Claim or of the administration of any Third-Party Claim by the Indemnitor shall be without prejudice to the Indemnitor’s right to assert at any time before or after accepting such defense or administration that it is not obligated to provide an indemnity, either in whole or in part, with respect to such Third-Party Claim. In the event that the Indemnitor asserts that it is not obligated to provide an indemnity to Indemnitee with respect to a Third-Party Claim, Indemnitee shall have the right to defend such Third-Party Claim, and if the Indemnitor is adjudicated liable for indemnifying Indemnitee, the Indemnitor shall reimburse Indemnitee for its out-of-pocket expenses in defending such Third-Party Claim and all settlements and judgments reasonably incurred as a result of such Third-Party Claim. Notwithstanding anything contained in this Section 11.27 or any other provision of this Agreement to the contrary, other than a representation or warranty pertaining to Seller’s or Stone Levy’s authority or to Seller’s title to the Property or to Section 5.3 hereof, in no event shall Seller’s liability under this Section 11.27 with respect to breaches of representations or warranties extend the survival period stated in Section 5.5 hereof or exceed the threshold amount stated in Section 5.6 hereof. The other indemnities provided in Section 11.27 or in any certificate or document delivered pursuant to this Agreement and the representations and warranties pertaining to Seller’s or Xxxxx-Xxxx’x authority and to Seller’s title to the Property and to Section 5.3 shall not be limited to by the amount survival period stated in Section 5.5 or the monetary equivalent of the rejected settlement and related expensesthreshold amount stated in Section 5.6 hereof.

Indemnification Procedure for Third Party Claims. (a) 6.5.1 In the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), then such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to such Indemnifying Party within sixty (a “Third-Party Claim Notice”60) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that failure to give such written notice within any particular time period shall not adversely affect the Indemnified Party’s right to indemnification except, and to the extent that, the Indemnifying Party can show that the failure to give such notification on a timely basis adversely affected the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the “Defense Notice”), within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement and related expensesor cessation, (a) injunctive or other equitable relief would be imposed against the Indemnified Person shall assume control of the defense of Party, or (b) each claimant or plaintiff in such Third-Third Party Claim and has not given to the liability of the Indemnifying Person Indemnified Party an unconditional release from all Liability with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesClaim.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make Any Party making a claim against any other party for indemnification under this Agreement (the an “Indemnifying PersonIndemnitee”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of an Action, lawsuit, proceeding, investigation or other claim commenced by a claim or demand made by any Person not a party to this Agreement against the Indemnified third Person (a “Third-Party Claim”), such Indemnified Person must ) shall notify the Indemnifying Person in writing, indemnifying Party from whom indemnification is sought hereunder (an “Indemnitor”) of the Third-Party Claim (a “Third-Party Claim Notice”) as in writing promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of receiving written notice of the such Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of describing such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement amount or estimated amount thereof, and the Indemnified Person basis thereof, in all cases, to the extent then known; provided that the failure to so notify an Indemnitor shall have not relieve the right Indemnitor of its obligations hereunder, except to approve or reject the settlement extent that (and related expenses; only to the extent that) the Indemnitor is actually prejudiced thereby. Any Indemnitor shall be entitled to participate in the defense of such Third-Party Claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by (i) giving notice to the Indemnitee (the “Defense Notice”) within 30 days of receiving a Claim Notice, (ii) appointing counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense, and (iii) agreeing that such Third-Party Claim is within the scope of Indemnitor’s indemnification obligations in this ARTICLE 8, provided, however, that upon rejection if in the course of any settlement and related expensesdefending such Third-Party Claim, the Indemnified Person shall assume control Indemnitor discovers through the production of evidence not previously known by Indemnitor that the claims made in such Third-Party Claim are not within the scope of and subject to indemnification, (a) the Indemnitor may promptly provide the Indemnitee with notice of such determination and Indemnitor’s desire to transfer the defense of such Third-Party Claim to Indemnitee and (b) if such notice is provided and the transfer of the defense of such Third-Party Claim and to Indemnitee does not materially prejudice Indemnitee in its defense of such Third-Party Claim, the liability defense of the Indemnifying Person with respect to such Third-Party Claim shall be limited transferred to the amount or Indemnitee and the monetary equivalent Indemnitor shall no longer have the right to conduct the defense of the rejected settlement and related expensessuch Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) As used in this Agreement, (i) “Indemnitee” means any Person that is seeking indemnification from an Indemnitor pursuant to the provisions of this Agreement, and (ii) “Indemnitor” means any Party to this Agreement from which an Indemnitee is seeking indemnification pursuant to the provisions of this Agreement. (b) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall as soon as practicable notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (“Notice of Claim”). The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for the anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. (c) The Indemnitor may notify the Indemnitee, upon written notice delivered to the Indemnitee within thirty (30) days after receiving a Notice of Claim, that the Indemnitor desires to assume the defense of such Third Party Claim and any litigation resulting from therefrom with counsel of its choice and at its sole cost and expense (a “Third-Third Party Claim NoticeDefense”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim); provided, that failure to give a Third-such assumption and control of the defense of such Third Party Claim Notice on a timely basis shall not affect be deemed to be an acceptance or assumption that any Losses arising from such claim are indemnifiable Losses for which the indemnification provided hereunder except Indemnitor is liable hereunder. If the Indemnitor assumes the Third Party Defense in accordance herewith, (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim but the Indemnitor shall control the investigation, defense and settlement thereof, (ii) the Indemnitee will not file any papers or consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor, and (iii) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for equitable relief without the Indemnifying Person prior written consent of the Indemnitee. Indemnitee and Indemnitor will use commercially reasonable efforts to minimize Losses from Third Party Claims and will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. Indemnitee and Indemnitor will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnitor has assumed the Third Party Defense, such Indemnitor will not be obligated to indemnify the Indemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent. Although the Indemnitee shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, right to assume or engage separate counsel in and/or to participate in the defense of any Third-Third Party Claim with respect to which the Indemnitor has assumed the Third Party Defense thereof, the fees and expenses of such counsel shall not be included as part of any Loss incurred by the Indemnitee and shall not be payable by the Indemnitor. (d) If the Indemnitor does not assume the Third Party Defense, the Indemnitee will be entitled to assume the Third Party Defense, at its sole cost and expense (or, if the Indemnitee incurs a Loss with respect to a matter in question for which the Indemnitee is entitled to indemnification pursuant to Section 9.2 or Section 9.3, as applicable, at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense expense of the Third-Party ClaimIndemnitor) upon delivery of notice to such effect to the Indemnitor; provided, that (i) the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Indemnitor shall have the right to approve or reject participate in the Third Party Defense at its sole cost and expense, but the Indemnitee shall control the investigation, defense and settlement thereof; (ii) the Indemnitor may at any time thereafter assume the Third Party Defense, in which event the Indemnitor shall bear the reasonable fees, costs and related expenses; providedexpenses of the Indemnitee’s counsel incurred prior to the assumption by the Indemnitor of the Third Party Defense, however, that upon rejection of and (iii) the Indemnitor will not be obligated to indemnify the Indemnitee hereunder for any settlement and related expensesentered into or any judgment that was consented to without the Indemnitor’s prior written consent. (e) The Indemnitor or the Indemnitee, as the Indemnified Person shall assume control case may be, will at all times keep the Indemnitor or the Indemnitee, as the case may be, reasonably apprised of the status of the defense of such Third-Party Claim any matter the defense of which they are maintaining and the liability of the Indemnifying Person to cooperate with each other with respect to the defense of any such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.matter. 9.5

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or governmental authority, federal, state or local) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall deliver a written Claim Notice together with a statement of any available information (other than privileged information) regarding such Indemnified Person must notify claim to the Indemnifying Person in writingParty within twenty (20) Business Days after learning of such claim. The Indemnifying Party shall have the right, of upon written notice to the Third-Indemnified Party Claim (a the “Third-Party Claim Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than within fifteen (15) calendar days Business Days after receiptreceipt from the Indemnified Party of Claim Notice, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Indemnified Person of notice claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Third-Party ClaimIndemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection which shall be subject again to the Indemnified Party’s approval which approval shall not be unreasonably withheld. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel; provided that, if any of the Indemnifying Party’s rights are prejudiced in any settlement and related expensesmaterial respect by any delay in the approval of Defense Counsel, the Indemnified Person Indemnifying Party shall assume control of have the right to commence defense of such Third-Party Claim and the liability of with Defense Counsel designated by the Indemnifying Person with respect Party and to continue such Third-Party Claim shall defense until the parties have agreed on acceptable Defense Counsel, such acceptable Defense Counsel to be limited to substituted into the amount or the monetary equivalent of the rejected settlement and related expensesrelevant proceeding following such agreement.

Indemnification Procedure for Third Party Claims. (a) In the event that any If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article 9, such party (the “Indemnified PersonParty”) desires shall give written notice to make a claim against any the other party (the “Indemnifying PersonParty”) in connection with of the facts and circumstances giving rise to the claim. In that regard, if any Losses for which claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party Party to indemnity pursuant to this Agreement against the Indemnified Person Article 9 (a “Third-Third Party Claim”), such the Indemnified Person must Party shall promptly notify the Indemnifying Person Party of such Third Party Claim in writing, specifying the basis of such claim and the Third-facts pertaining thereto and the Indemnifying Party, if the Indemnifying Party Claim so elects, may assume and control the defense thereof at the Indemnifying Party’s expense (and shall consult with the Indemnified Party with respect thereto), including the engagement of counsel reasonably satisfactory to the Indemnified Party; provided that, as a “Third-condition precedent to the Indemnifying Party’s right to assume control of such defense, the Indemnifying Party Claim Notice”must first enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by pursuant to which the Indemnifying Party agrees to be fully responsible for all Losses relating to such Indemnified Person claim and unconditionally guarantees the payment and performance of notice of any liability or obligation that may arise with respect to such claim or the Third-Party Claimfacts giving rise to such claim for indemnification; provided, further that failure to give a Third-the Indemnifying Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the such defense of such Third-a Third Party Claim and (w) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party; (x) that involves criminal allegations against the Indemnified Party; (y) that, if unsuccessful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party or (z) that could materially affect the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to Buyer (or its Affiliates) for Taxes for any period (or portion thereof) ending after the amount or the monetary equivalent of the rejected settlement and related expensesClosing Date.

Indemnification Procedure for Third Party Claims. (a) In the event that, subsequent to the Closing, any Person that any party is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must Party, against which a party to this Agreement is or may be required to provide indemnification under this Agreement, including, without limitation, under Section 10.1 and 11.3(c) (an “Indemnifying Party”), the Indemnified Party shall give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party promptly but in any event within twenty (20) business days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim); provided, however, that the failure to notify the Indemnifying Person in writing, of Party within such time period shall not preclude the Third-Indemnified Party from making such Third Party Claim other than and only to the extent that the Indemnifying Party is actually prejudiced. The Indemnifying Party shall have the right upon written notice to the Indemnified Party (a the “Third-Party Claim Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than within fifteen (15) calendar business days after receipt, by such receipt from the Indemnified Person Party of notice of the Third-such Third Party Claim, to conduct at its expense the defense against such claim (subject to the limitations below) in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld or reject delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party’s approval. In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of such Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create (A) any financial obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (B) any obligation other than financial on the part of the Indemnified Party. The Indemnifying Party shall not be entitled to control, and related expensesthe Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, or in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 11.6 only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within twenty (20) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Party through the end of such twenty (20) day period. Other than as specifically provided in this Section 11.6, any final, non-appealable or non-appealed judgment entered, order issued or settlement agreed upon in the manner provided in this Section 11.6 shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder. Notwithstanding the foregoing, if the Indemnifying Party fails to deliver a Defense Notice within the prescribed time period, the Indemnified Party can assume the defense of such claim; provided, however, that upon rejection of the Indemnified Party shall not enter into any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Third Party Claim and without the liability prior written consent of the Indemnifying Person with respect Party, such consent not to such Third-be unreasonably withheld or delayed. The Indemnifying Party shall have the right to enter into any settlement of any Third Party Claim shall be limited to without the amount or the monetary equivalent prior written consent of the rejected Indemnified Party, if pursuant to or as a result of such settlement, such settlement would lead to liability or create any financial obligation on the part of the Indemnified Party for which the Indemnified Party is entitled to indemnification hereunder, unless (i) the aggregate settlement amount for such claim is in excess of $1,000,000, and related expenses(ii) there is less than $5,000,000 of Escrow Cash available in the Escrow Account after such payment.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any legal proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim legal proceeding, it will not settle the legal proceeding, it will not settle the legal proceeding without the prior written consent of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigations, trial and defense of any legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such legal proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 10.4 hereof, the Indemnitor does not undertake to defend any such legal proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any legal proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at the cost expense of Indemnifying Person. In any case in which the Indemnifying Person assumes Indemnitor, to assume the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseslegal proceeding; provided, however, that upon rejection of in any settlement and related expenses, event the Indemnified Person shall assume control Indemnitee may not settle such legal proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed. As used herein, a "legal proceeding" includes any judicial, administrative or arbitral action, suit, proceeding (public or private), claim or governmental proceeding.

Indemnification Procedure for Third Party Claims. (a) In the ------------------------------------------------ event that any party Person entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person Party shall give written notice together with a statement of any available information (a “Third-Party Claim”), other than privileged information) regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar within 30 days after receiptlearning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, by such upon written notice to the Indemnified Person Party (the "Defense Notice") within 15 days after receipt from the Indemnified Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or reject delayed, and in the settlement event the Indemnifying Party and related expenses; the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person Party's approval which approval shall assume control of not be unreasonably withheld or delayed. If the defense of parties still fail to agree on the Defense Counsel, then, at such Third-Party Claim and time, they shall mutually agree in good faith on a procedure to determine the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesDefense Counsel.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving the Tax Representations and Covenants, which procedure is set forth in and which shall be governed exclusively by Section 10.1, in the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party, including, without limitation, any Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify Party, against which a party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall promptly give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receiptParty, but in no any event later than within fifteen (15) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim), provided, however, the failure to give such notice shall relieve the Indemnifying Party of its obligation to indemnify with respect to a Third Party Claim only to the extent that the Indemnifying Party actually has been prejudiced by the Indemnified Party’s failure to give notice as required. The Indemnifying Party shall have the right upon written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, with any reasonable third party costs incurred in connection with such Indemnified Party’s cooperation being at the Indemnifying Party’s expense. The Indemnified Party shall have the right to participate in the defense assisted by counsel of its own choosing, provided that the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with such participation in the defense thereof. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that (i) claim seeks an order, injunction or other equitable relief against the Indemnified Party, (ii) the Indemnified Party determines in good faith that joint representation would be inappropriate, (iii) a court of competent jurisdiction rules that the Indemnifying Party has failed or is failing to prosecute or defend such matter diligently and in good faith, or (iv) the amount of Losses arising out of such Third Party Claim, as determined by the Indemnifying Party in good faith, exceeds the total Escrow Funds in the Escrow account at any time. If an offer is made to finally settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 11.5 only upon the prior written consent of the Indemnified Party, and the sole relief provided to the third party pursuant to such offer is monetary damages that do not exceed the total Escrow Funds in the Escrow account at the time, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within twenty (20) calendar days after receiptits receipt of such notice, by the Indemnified Party may continue to contest or defend such Indemnified Person of notice Third Party Claim and, in such event, the maximum liability of the Third-Indemnifying Party Claim; provided, that failure as to give a Third-such Third Party Claim Notice on will not exceed the amount of the total Escrow Funds in the Escrow account at the time. Notwithstanding anything contained herein to the contrary, no Indemnified Party shall settle any Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed). With respect to any Third Party Claim subject to indemnification under this Section 11.5, the Parties agree to cooperate in such a timely basis shall not affect the indemnification provided hereunder except manner as to preserve in full (to the extent possible) the Indemnifying Person shall have been actually and materially prejudiced as a result confidentiality of such failure. Upon receipt all confidential information of the ThirdAcquired Companies and Parent and all attorney-client and work-product privileges with respect to all information generated, produced or disclosed. In connection therewith, each party agrees that: (i) it will use its commercially reasonable efforts, in respect of any Third Party Claim Notice from in which it has assumed or participated in the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s electiondefense, to assume avoid production of confidential information of the Acquired Companies and Parent (consistent with applicable law and rules of procedure), and (ii) all communications between any Party hereto and their respective counsel responsible for or participate participating in the defense of any Third-Third Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claimshall, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount extent possible, be made so as to preserve any applicable attorney-client or the monetary equivalent of the rejected settlement and related expenseswork-product privilege.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any Person entitled to indemnification under this Agreement (an “Indemnified Party”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Authority, federal, state or local) (a “Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within sixty (60) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. The delivery of a Defense Notice shall not constitute an admission with respect to the claim for indemnification. 22 (a) In the event that any party (the “Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Person”) desires Party shall have the right to make a conduct such defense in good faith and to compromise and settle the claim against any without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing; provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any Losses settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person may seek Party is not entitled to indemnification hereunder in respect hereunder. (d) The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of a any claim to the extent that claim seeks an order, injunction or demand made by any Person not a party to this Agreement other equitable relief against the Indemnified Person Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party (and the cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). (e) If a “Third-firm decision is made to settle a Third Party Claim”), such Indemnified Person must notify which offer the Indemnifying Person in writingParty is permitted to settle under this Section 12.3, of and the Third-Indemnifying Party Claim (a “Third-desires to accept and agree to such offer, the Indemnifying Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result its receipt of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expensesnotice, the Indemnified Person shall assume control of the defense of Party may continue to contest or defend such Third-Third Party Claim and and, in such event, the maximum liability of the Indemnifying Person Party as to such Third Party Claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Party through the end of such fifteen (15) day period. (f) Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to such Thirdwhich the Indemnified Party is entitled to prompt indemnification hereunder. 23 12.4. -Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Buyer Indemnified Party or Seller Indemnified Party (each, an "Indemnified Party") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action, suit or proceeding by any Person person or entity which is not a party to this Agreement (including, without limitation, any Governmental Authority) (a "Third Party Claim") against such Indemnified Party, with respect to which the Buyer or the Seller (the "Indemnifying Party"), as the case may be, are required to provide indemnification under this Agreement, the Indemnified Person Party shall promptly give written notice, together with a statement of any available information regarding such claim (a “Third-collectively, the "Third Party Claim”Indemnification Notice"), such Indemnified Person must notify to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Party Claim; provided, that failure claim (or within such shorter time as may be necessary to give the Indemnifying Party a Third-reasonable opportunity to respond to such claim). The Indemnifying Party Claim Notice on a timely basis shall not affect have the indemnification provided hereunder except right, upon delivering written notice to the extent Indemnified Party (the Indemnifying Person shall have been actually and materially prejudiced as "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a result of such failure. Upon receipt of the Third-Third Party Claim Notice from the Indemnified PersonIndemnification Notice, the Indemnifying Person shall be entitledto conduct, at the Indemnifying Person’s electionParty's sole cost and expense, to assume or participate the defense against such Third Party Claim in the defense of any Third-Party Claim at Indemnifying Party's own name, or, if necessary, in the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense name of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesParty; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person Party shall assume control of have the right to reasonably approve the defense of such Third-counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Party Claim and the liability of Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Person with respect to such Third-Party Claim shall propose an alternate defense counsel, which shall be limited subject again to the amount or Indemnified Party's reasonable approval in accordance with the monetary equivalent of the rejected settlement and related expensesterms hereof.

Indemnification Procedure for Third Party Claims. (a) In Any Claim for indemnity shall be made by written notice from the event that any party seeking indemnification (the “Indemnified PersonParty”) desires to make a claim against any other the party required to provide same (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party ClaimParty”), together with a written description of the Claim, stating the nature and basis of such Claim and, if ascertainable, the amount thereof. The Indemnifying Party shall have a period of thirty (30) days after receipt of such notice within which to respond thereto or, in the case of a third-party Claim which requires a shorter time for response, within such shorter period as specified by the Indemnified Person must Party in such notice (the “Notice Period”). If the Indemnifying Party denies responsibility or fails to respond to the notice within the Notice Period, the Indemnified Party may defend or compromise the Claim as it deems appropriate without prejudice to any of the Indemnified Party’s rights hereunder, and the Indemnifying Party shall have no right to approve or disapprove any actions taken in connection therewith by the Indemnified Party. If the Indemnifying Party accepts responsibility, it shall so notify the Indemnifying Person in writing, Indemnified Party within the Notice Period and elect either (a) to undertake the defense or compromise of the Thirdsuch third-Party party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, with counsel selected by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually Party and materially prejudiced as a result reasonably approved by the Indemnified Party or (b) to instruct the Indemnified Party to defend or compromise such Claim. If the Indemnifying Party undertakes the defense or compromise of such failure. Upon receipt of the Thirdthird-Party Claim Notice from party Claim, the Indemnified Person, the Indemnifying Person Party shall be entitled, at the Indemnifying Person’s electionits own expense, to assume or participate in the defense such defense. No compromise or settlement of any Thirdthird-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party party Claim shall be limited made without reasonable notice to the amount or Indemnified Party and without the monetary equivalent prior written approval of the rejected Indemnified Party, unless such compromise or settlement includes a general release of the Indemnified Party in respect of the matter with no admission of liability on the part of the Indemnified Party and related expensesno constraints on the future conduct of its business.

Indemnification Procedure for Third Party Claims. If any DaVita Indemnitee or any Rockwell Indemnitee entitled to indemnification under this Article XII (the “Indemnified Party”) receives notice of the assertion of any claim, or the commencement of any suit, action, or proceeding by any Person who is not a party hereto or an Affiliate of a party hereto (a “Third Party Claim”) against such Indemnified Party, the Indemnified Party shall give written notice regarding such Third Party Claim to the party hereto that is required to provide indemnification under this Article XII (the “Indemnifying Party”) within thirty (30) days after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, which Defense Notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Third Party Claim (the “Defense Counsel”), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that: (a) the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned, or delayed by the Indemnified Party and (b) as a condition precedent to the Indemnifying Party’s right to assume control of such defense, the Indemnifying Party must first enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible for any and all Losses relating to such suit Third Party Claim and unconditionally guarantees the payment and performance of any and all Losses which may arise with respect to such Third Party Claim, subject to the terms and conditions set forth in this Section 12. The Indemnifying Party shall not have the right to assume control of, but may participate in, and the Indemnified Party shall have the sole right to assume control of any Third Party Claim which: (i) seeks a temporary restraining order, a preliminary or permanent injunction, or specific performance against the Indemnified Party, (ii) involves criminal or quasi-criminal allegations against the Indemnified Party, (iii) if unsuccessful would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) imposes liability in the part of the Indemnified Party for substantially all of which the Indemnified Party is not entitled to indemnification under this Article XII. If the Indemnifying Party is permitted to assume and control the defense of any Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (B) the Indemnified Party has been advised by counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, or (C) the Indemnifying Party has failed to assume the defense and employ counsel, in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any Third Party Claim without the prior written consent of the Indemnified Party if (w) such judgment or settlement would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (x) such judgment or settlement would result in the finding or admission of any violation of any federal, state, or local law, statute, ordinance, or regulation, (y) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such Third Party Claim, or (z) as a result of such judgment or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. In the event that any party the Indemnifying Party fails to give the Defense Notice within thirty (the “Indemnified Person”30) desires to make days of receiving notice of a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which Third Party Claim from the Indemnified Person may seek indemnification hereunder Party, it shall be deemed to have elected not to conduct the defense of such Third Party Claim, or in respect the event the Indemnifying Party does deliver a Defense Notice within thirty (30) days of receiving notice of such Third Party Claim from the Indemnified Party and thereby elects to not conduct the defense of such Third Party Claim, then in either such event the Indemnified Party shall have the right to conduct and control the defense of such Third Party Claim in good faith and to compromise and settle such Third Party Claim or consent to the entry of a claim or demand made judgment of such Third Party Claim in good faith without the prior consent of the Indemnifying Party. A failure by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete, or accurate notice as provided in this Section 12.3 will not affect the indemnification provided hereunder rights or obligations of the Indemnifying Party except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, Party entitled to assume or participate in the defense receive such notice was deprived of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect failure to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesgive timely notice.

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly following receipt by an Indemnified Party of written notice by a third party (the “Indemnified Person”including any Governmental Authority) desires to make a claim against of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a complaint, dispute or claim or demand made by the commencement of any Person not a audit, investigation, action or proceeding from such third party with respect to this Agreement against the which such Indemnified Person Party may be entitled to indemnification pursuant hereto (a “Third-Party Claim”), such Buyer, in the event the Indemnified Person must notify Party is a Buyer Indemnified Party, or Seller, in the Indemnifying Person in writingevent the Indemnified Party is a Seller Indemnified Party, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of will provide written notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except thereof to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of other Party (such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personother Party, the “Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesParty”); provided, however, that upon rejection of any settlement and related expenses, the failure to so notify the Indemnifying Party will not limit the Indemnified Person Party’s right to indemnification under this Article VIII unless, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture of rights and defenses otherwise available to the Indemnifying Party with respect to such Third-Party Claim. Such notice will describe the Third-Party Claim in reasonable detail, subject to the first proviso to this Section 8.4(a), include copies of all material written evidence thereof and indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained. The Indemnifying Party will have the right, upon written notice delivered to Buyer or Seller, as applicable, within 30 days thereafter (which notice shall set forth the Indemnifying Party’s agreement to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim), to assume control of the defense of such Third-Party Claim Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) and the liability payment of the Indemnifying Person fees and disbursements of such counsel. For the avoidance of doubt, the covenants and agreements set forth in this Section 8.4(a) shall be deemed to be satisfied as of the Closing Date with respect to such Third-Party Claim shall the Specified Litigation Proceedings and Specified Tax Proceedings, including the covenant that counsel be limited reasonably acceptable to the amount or the monetary equivalent of the rejected settlement and related expensesBuyer.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party person or entity entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person entity that is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or governmental authority, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person (Party shall give written notice together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar within 60 days after receiptlearning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, by such upon written notice to the Indemnified Person Party (the "Defense Notice") within 30 days after receipt from the Indemnified Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person shall assume control of Party's reasonable approval. If the defense of parties still fail to agree on Defense Counsel, then, at such Third-Party Claim and the liability time, each of the Indemnifying Person with respect to such Third-Party Claim and Indemnified Parties shall be limited to choose an arbitrator who, in turn shall select a third arbitrator, and the amount or the monetary equivalent of the rejected settlement and related expensesthree arbitrators shall select Defense Counsel.

Indemnification Procedure for Third Party Claims. (a) In the event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a proceeding, claim or demand made by which relates to any Person not a party to this Agreement loss, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding, with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel, at the Indemnitor's expense, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the monetary equivalent date of the rejected settlement and related expensessuch notice.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving Taxes which procedure is set forth in, and which shall be governed exclusively by ARTICLE IX, in the event that any party Person that is or may be entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "THIRD PARTY CLAIM"), against such Indemnified Party, against which a party to this Agreement is or may be required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person (Party shall give prompt written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesParty; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced thereby. Subject to the limitations set forth herein, the Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the "DEFENSE NOTICE") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnifying Party may not so elect to defend any such Third Party Claim without the Indemnified Party's prior written consent unless (i) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for the entire amount of any Loss relating thereto, subject to the limitations in SECTION 10.8 (if applicable), and (ii) the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy its indemnification obligations. Without limiting the foregoing and notwithstanding any provision herein to the contrary, the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim (w) to which the Indemnifying Party is also a party and related expensesthe Indemnified Party reasonably believes (based upon the advice of outside legal counsel) that a material conflict exists as a result of the Indemnifying Party's control over such proceedings, (x) if such Third Party Claim seeks to impose upon the Indemnified Party or the Business any Liability other than for monetary damages (i.e., injunctive, equitable or other non-monetary relief), (y) if the Indemnified Party reasonably believes the outcome of the proceedings will have an adverse affect on the Acquired Companies' relationship with any of its customers, suppliers or employees, or (z) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. In the event that the Indemnifying Party is permitted to conduct the defense of a Third Party Claim hereunder and does elect to conduct the defense of the subject claim (subject to the conditions set forth herein), the Indemnified Person Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it (at the Indemnifying Party's cost), and the Indemnified Party shall assume have the right at its expense to participate in the defense assisted by counsel of its own choosing. If the Indemnifying Party shall control of the defense of any such Third-Third Party Claim and Claim, the liability Indemnifying Party shall obtain the prior written consent of the Indemnifying Person Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or cessation, injunctive, equitable or other non-monetary relief will be imposed against the Indemnified Party, or if such settlement does not expressly unconditionally release the Indemnified Party from all Liabilities with respect to such Third-claim and all other claims arising out of the same or similar facts and circumstances, with prejudice; it being understood and agreed that Indemnifying Party Claim shall be limited entitled to settle, without the Indemnified Party's consent, any such other Third Party Claim, the defense of which it is entitled to and has elected to control (subject to the amount conditions and limitations set forth in this SECTION 10.6) so long as such settlement would not result in injunctive, equitable or other non-monetary relief being imposed against the monetary equivalent Indemnified Party and such settlement expressly unconditionally releases the Indemnified Party from all Liabilities with respect to such claim and all other claims arising out of the rejected settlement same or similar facts and related expensescircumstances, with prejudice.

Indemnification Procedure for Third Party Claims. If any DaVita Indemnitee or any Rockwell Indemnitee entitled to indemnification under this Article XII (the "Indemnified Party") receives notice of the assertion of any Third Party Claim against such Indemnified Party, the Indemnified Party shall give written notice regarding such Third Party Claim to the party hereto that is required to provide indemnification under this Article XII (the "Indemnifying Party") within thirty (30) days after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, which Defense Notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Third Party Claim (the "Defense Counsel"), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that: (a) the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned, or delayed by the Indemnified Party and (b) as a condition precedent to the Indemnifying Party's right to assume control of such defense, the Indemnifying Party must first enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible for any and all Losses relating to such Third Party Claim and unconditionally guarantees the payment and performance of any and all Losses which may arise with respect to such Third Party Claim, subject to the terms and conditions set forth in this Section 12. The Indemnifying Party shall not have the right to assume control of, but may participate in, and the Indemnified Party shall have the sole right to assume control of any Third Party Claim, at its own expense which: (i) seeks a temporary restraining order, a preliminary or permanent injunction, or specific performance against the Indemnified Party, (ii) involves criminal or quasi-criminal allegations against the Indemnified Party, (iii) if unsuccessful would set a precedent that would materially [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) imposes liability in the part of the Indemnified Party for substantially all of which the Indemnified Party is not entitled to indemnification under this Article XII. If the Indemnifying Party is permitted to assume and control the defense of any Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (B) the Indemnified Party has been advised by counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, or the Indemnifying Party has failed to assume the defense and employ counsel, in which case the fees and expenses of the Indemnified Party's counsel shall be paid by the Indemnifying Party. No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any Third Party Claim without the prior written consent of the Indemnified Party if (w) such judgment or settlement would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (x) such judgment or settlement would result in the finding or admission of any violation of any federal, state, or local law, statute, ordinance, or regulation, (y) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such Third Party Claim, or (z) as a result of such judgment or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. In the event that any party the Indemnifying Party fails to give the Defense Notice within thirty (the “Indemnified Person”30) desires to make days of receiving notice of a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which Third Party Claim from the Indemnified Person may seek indemnification hereunder Party, it shall be deemed to have elected not to conduct the defense of such Third Party Claim, or in respect the event the Indemnifying Party does deliver a Defense Notice within thirty (30) days of receiving notice of such Third Party Claim from the Indemnified Party and thereby elects to not conduct the defense of such Third Party Claim, then in either such event the Indemnified Party shall have the right to conduct and control the defense of such Third Party Claim in good faith and to compromise and settle such Third Party Claim or consent to the entry of a claim or demand made judgment of such Third Party Claim in good faith without the prior consent of the Indemnifying Party. A failure by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete, or accurate notice as provided in this Section 12.3 will not affect the indemnification provided hereunder rights or obligations of the Indemnifying Party except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, Party entitled to assume or participate in the defense receive such notice was deprived of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect failure to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesgive timely notice.

Indemnification Procedure for Third Party Claims. (ai) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or Proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice of such Indemnified Person must notify claim to the Indemnifying Person in writing, Party within thirty (30) days after learning of such claim (the Third-Party Claim (a “Third-Party Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Claim Notice, which Defense Notice shall specify the counsel the Indemnifying Party Claimwill appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval and provided, further, that upon rejection if such claim is covered by insurance and the insurance policy governs the selection of any settlement and related expensescounsel, the Indemnified Person terms of the insurance policy shall govern. If the Indemnifying Party delivers a Defense Notice, the delivery of such Defense Notice shall constitute acceptance of responsibility for such claim or action and the Indemnifying Party shall be fully responsible for all liabilities arising out of or relating to such claim or action including the costs of the defense thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of the defense of such Third-a Third Party Claim and shall pay the liability reasonable fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim solely seeks injunctive or other equitable relief or if the Indemnified Party determines that the Indemnified Party’s interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Person with respect to Party and provides written notice of such Third-Party Claim shall be limited determination to the amount or the monetary equivalent of the rejected settlement and related expensesIndemnifying Party.

Indemnification Procedure for Third Party Claims. In connection with any claim of a Third Party for which a Pfizer Indemnitee or Licensee Indemnitee (a) In either of the event that any party (foregoing, the “Indemnified PersonParty”) desires to make a claim against any seeks indemnification from the other party Party (the “Indemnifying PersonParty”) in connection with any Losses for which pursuant to this Agreement, the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person Party shall: (a “Third-Party Claim”), such Indemnified Person must notify a) give the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of prompt written notice of the Third-Party Claim; providedclaim, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except amount or the estimated amount of damages sought under such claim to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s electionthen ascertainable and, to assume or participate in the defense of extent practicable, any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesother material details pertaining thereto; provided, however, that upon rejection failure to provide such notice or to include the foregoing information shall not relieve the Indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure; (b) cooperate with the Indemnifying Party, [***], in connection with the defense and settlement of the claim; and related expenses, (c) permit the Indemnified Person shall Indemnifying Party to assume control of the defense and settlement of the claim, [***]; provided, however, that the Indemnifying Party may not settle the claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, unless such settlement (x) provides for the payment by the Indemnifying Party of money as sole relief for the claimant (other than as contemplated by the Deductible), (y) results in the full and general release of the Indemnified Party from all liabilities arising or resulting from such claim, and (z) involves no finding or admission of any violation of Applicable Law or the rights of any Person and does not have an effect on any other claims that may be made against the Indemnified Party. If the Indemnifying Party does not assume control of the defense and settlement of such Third-claim, then the Indemnified Party Claim shall control the defense and settlement of such claim with counsel of its selection, [***]. Either the liability Indemnified Party (if such claim is controlled by the Indemnifying Party) or the Indemnifying Party (if such claim is controlled by the Indemnified Party) shall have the right to participate (but not control) and be represented in any suit or action by advisory counsel of its selection [***]. Notwithstanding the foregoing, if the Indemnifying Party assumes control of the Indemnifying Person defense and settlement of such claim, the Indemnified Party will have the right to employ separate counsel, [***], in connection with respect to such Third-Party Claim shall the defense and settlement of the claim if: (i) there are or may be limited legal defenses available to the amount Indemnified Party that are different from or additional to those available to the monetary equivalent Indemnifying Party; or (ii) in the reasonable opinion of counsel to the rejected Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable. In the event that the Indemnified Party controls the defense and settlement and related expensesof such claim, the Indemnified Party may not settle such claim without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing, an Indemnitee receives notice of the issuance of any party (Order or the “Indemnified Person”) desires to make a claim against assertion or commencement of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made Proceeding by any Person Person, including any Governmental Entity, who is not a party Party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), against such Indemnified Person must notify the Indemnifying Person in writingIndemnitee, of the Third-and if such Indemnitee intends to seek indemnity with respect to such Third Party Claim (a “Third-Party Claim Notice”) under this Article 7, the Indemnitee shall give written notice thereof regarding such claim to the Indemnitor as promptly soon as reasonably possible practicable after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Party Claimclaim; provided, that the failure to give a Third-Party Claim Notice on a timely basis so notify an Indemnitor shall not affect relieve the indemnification provided Indemnitor of its obligations hereunder except and only to the extent the Indemnifying Person shall have been Indemnitor is actually and materially prejudiced as a result of such failurethereby. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person The Indemnitor shall be entitled, at the Indemnifying Person’s election, entitled to assume or participate in the defense of any Third-such Third Party Claim giving rise to Indemnitee’s claim for indemnification at Indemnitor’s expense, and at its option (subject to the cost of Indemnifying Personlimitations set forth below) by appointing a counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense. In any case in which Notwithstanding the Indemnifying Person assumes the defense of the Third-Party Claimforegoing, the Indemnifying Person Indemnitor shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall not have the right to approve control the defense, compromise or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, claim (or continue the Indemnified Person shall assume control of defense) (1) unless the defense of Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to vigorously defend against such Third-Third Party Claim and fulfill its indemnification obligations hereunder, (2) unless such Third Party Claim involves only monetary damages and does not seek an injunction or other equitable relief, (3) the liability amount of money damages attributable to such Third Party Claim does not involve an amount in excess of the Indemnifying Person remaining portion of the General Cap or the Purchase Price Cap, as applicable, available to the Buyer Indemnitees to satisfy such Third Party Claim, including any Losses to be incurred with respect to thereto, (4) if the Indemnitee has been advised by counsel that a conflict of interest exists which, under applicable principles of legal ethics, would prohibit a single legal counsel from representing both the Indemnitee and the Indemnitor in such Third-matter, (5) if such matter is made by (or otherwise involves) any of the Company’s or Buyer’s material business relations, or (6) if such Third Party Claim involves a criminal or quasi criminal proceeding, action, indictment, allegation or investigation or would give rise to indemnification hereunder for fraud or intentional misrepresentation. Notwithstanding anything to the contrary in this Section 7.2(d)(iii), the control of any Tax Contest shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesgoverned exclusively by Section 8.7(f).

Indemnification Procedure for Third Party Claims. (a) In the event that of any party (------------------------------------------------ Indemnity Claim brought by a third party, Indemnitor shall promptly notify the “Indemnified Person”) desires to make a claim against any other party (Indemnitee of such Indemnity Claim, specifying in reasonable detail the “Indemnifying Person”) in connection with any Losses for which Indemnity Claim and the Indemnified Person may seek indemnification hereunder in respect circumstance it arose, and the amount of a claim or demand made by any Person not a party to this Agreement the liability asserted against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, Indemnitee by reason of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Indemnity Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person Within ten (10) calendar days’ business days of the receipt of the such notice prior (or sooner if the nature of the Indemnity Claim so requires) the Indemnitor shall notify the Indemnitee of its intent to executing compromise or defend such Indemnity Claim or to Contest. Any Contest shall be governed by the provisions of Section 13.3 herein. The Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any settlement agreement such Indemnity Claim. If the Indemnitor elects to compromise or defend such Indemnity Claim, the Indemnitee shall cooperate, at the expense of the Indemnitor, in the compromise of, or defense against, such Indemnitee Claim. If the Indemnitor fails to notify the Indemnitee of its election as herein provided or loses the Contest as provided in 13.3 herein, the Indemnitee may pay, compromise or defend such Indemnity Claim. Except as otherwise provided herein, in the event of the initiation of any Indemnity Claim against an Indemnitee by a third party and the Indemnified Person Indemnitor elects to compromise or defend, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to approve be represented by counsel of its choice, and to defend against, negotiate, settle or reject the settlement and related expensesotherwise deal with any Indemnity Claim,; provided, however, that upon rejection the Indemnitee may participate in any such -------- ------- proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such Indemnity Claim unless the Indemnitor is fully released without any admission of liability. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such Indemnity Claim. To the extent the Indemnitor elects not to defend such Indemnity Claim, and related expensesthe Indemnitee defends against or otherwise deals with any such Indemnity Claim, the Indemnified Person shall assume Indemnitee may retain counsel, at the expense of the Indemnitor, and control of the defense of such Third-Party Indemnity Claim. If the Indemnitee shall settle any such Indemnity Claim and without the liability consent of the Indemnifying Person Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Article XIV with respect to any loss, liability, claim, obligation, damage and expense occasioned by such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensessettlement.

Indemnification Procedure for Third Party Claims. (a) In Any party making a claim for indemnification under this Agreement (an “Indemnitee”) shall notify the event that any indemnifying party (the an “Indemnified PersonIndemnitor”) desires to make a of the claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as in writing promptly as reasonably possible (and in any event within 30 days) after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it by a third party, describing the Third-Party Claimclaim, the amount or estimated amount thereof, and the basis therefor; provided, provided that the failure to give a Third-Party Claim Notice on a timely basis so notify an Indemnitor shall not affect relieve the indemnification provided hereunder Indemnitor of its obligations hereunder, except to the extent that the Indemnifying Person shall have been Indemnitor is actually and materially prejudiced as a result of such failurethereby. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person Any Indemnitor shall be entitled, at the Indemnifying Person’s election, entitled to assume or participate in the defense of any Third-Party such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by giving notice to the Indemnitee (the “Defense Notice”) within 30 days of receiving a Claim at Notice and appointing counsel reasonably acceptable to the cost of Indemnifying PersonIndemnitee to be the lead counsel in connection with such defense. In the event that the Indemnitor shall fail to give the Defense Notice, it shall be deemed, with respect to any case in which the Indemnifying Person assumes claims other than pursuant to Section 8.1(c), to have elected not to conduct the defense of the Third-Party Claimsubject claim, and in such event the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Indemnitee shall have the right to approve conduct such defense but shall require the prior written consent of the Indemnitor to compromise or reject settle the settlement claim (which will not be unreasonably withheld, conditioned or delayed) and related expenses; providedthe Indemnitor will be liable for all costs, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited settlement amounts or other Losses paid or incurred in connection therewith to the amount extent Indemnitor would otherwise be liable for such Losses in accordance with Section 8.1 or the monetary equivalent of the rejected settlement and related expenses8.2, as applicable.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving Taxes which procedure is set forth in, and which shall be governed exclusively by, ARTICLE X, in the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "THIRD PARTY CLAIM"), against such Indemnified Party, against which a party to this Agreement is or may be required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than within fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of claim (or within such shorter time as may be necessary to give the Third-Indemnifying Party Claima reasonable opportunity to respond to and defend such claim); provided, however, that failure to give a Third-Party Claim Notice on a timely basis provide such notice shall not affect the void any claim for indemnification provided hereunder except unless and only to the extent the such failure materially and actually prejudiced such Indemnifying Person Party in responding to or defending against such claim. The Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Upon the right upon written notice to the Indemnified Party (the "DEFENSE NOTICE") within fifteen (15) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s electionParty of notice of such claim, to assume conduct at its expense the defense against such claim in its own name, or participate if necessary in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense name of the Third-Party ClaimIndemnified Party; provided, the Indemnifying Person shall give however, that the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have the right to approve the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, conditioned or reject delayed, and in the settlement event the Indemnifying Party and related expenses; the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval, which such approval shall not be unreasonably withheld, conditioned or delayed and provided, further, that, notwithstanding anything contained herein to the contrary, no Indemnifying Party shall have any right to conduct such defense with respect to any claim or series of related claims (x) where Losses in the aggregate exceed the Cap Amount by at least $5,000,000, or where Losses that upon rejection could reasonably be expected to exceed the Cap Amount by at least $5,000,000, are being sought or (y) where any (A) customer of the Acquired Companies that has in the immediately prior 12 months or is reasonably expected to generate in the immediately succeeding 12 months more than $2 million in revenues to the Acquired Companies or (B) any settlement and related expensesother Person with whom any of the Acquired Companies does business that has in the immediately prior 12 months or is reasonably expected to generate in the immediately succeeding 12 months more than $500,000 in payments to or from the Acquired Companies, is a party. In the event that the Indemnifying Party does elect to conduct the defense of the subject 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 it subject to its duties to keep confidential materials covered by confidentiality agreements or the attorney-client privilege, and the Indemnified Party shall assume control have the right at its expense to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the defense Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such Third-settlement or cessation, (i) injunctive or other equitable relief could reasonably be expected to be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could interfere in any material respect with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, or in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this SECTION 11.7 only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within twenty (20) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and and, in such event, the maximum liability of the Indemnifying Person Party as to such Third Party Claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Party through the end of such twenty (20) day period. Other than as specifically provided in this SECTION 11.7, any final, non-appealable or non-appealed judgment entered, order issued or settlement agreed upon in the manner provided in this SECTION 11.7 shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to such Third-which the Indemnified Party Claim shall be limited is entitled to the amount or the monetary equivalent of the rejected settlement and related expensesprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person or entity entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person entity who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Body) (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person Party shall give written notice together with a statement of any available information (a “Third-Party Claim”), other than privileged information) regarding such Indemnified Person must notify claim to the Indemnifying Person in writingParty within thirty (30) business days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, of upon written notice to the Third-Indemnified Party Claim (a “Third-Party Claim the "Defense Notice”") as promptly as reasonably possible after receipt, but in no event later than within fifteen days (15) calendar days after receipt, by such receipt from the Indemnified Person Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person Party's approval which approval shall assume control of not be unreasonably withheld. If the defense of parties still fail to agree on the Defense Counsel, then, at such Third-Party Claim and time, they shall mutually agree in good faith on a procedure to determine the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesDefense Counsel.

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnified PersonParty”) desires of written notice of the institution of any legal proceeding, or of any claim or demand, asserted by a third party (a “Third Party Claim”) against the Indemnified Party with respect to make which a claim against any for indemnification is to be made pursuant to Section 9.1 or 9.2 herein, the Indemnified Party shall give written notice to the other party (the “Indemnifying PersonParty”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-such Third Party Claim”), such Indemnified Person must notify the . The Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, entitled to participate in and to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, and after notice from the liability Indemnifying Party to such Indemnified Party of such assumption of defense, and provided that the Indemnifying Party continues to diligently pursue such defense, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. Notwithstanding the foregoing, an Indemnified Party shall in all cases be entitled to control its defense, including the selection of separate counsel (at the cost and expense of the Indemnifying Person Party), of any Third Party Claim if such claim: (i) may result in injunctions or other equitable remedies in respect of the Indemnified Party which would affect its business or operations in any materially adverse manner; (ii) may result in material liabilities which may not be fully indemnified hereunder; (iii) may have a significant adverse impact on the business or the financial condition of the Indemnified Party (including a Material Adverse Effect on the tax liabilities, earnings or ongoing business relationships of the Indemnified Party) even if the Indemnifying Party pays all indemnification amounts in full or (iv) the anticipated defendants in any such situation, proceeding or action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to or inconsistent with those available to the Indemnifying Party. No Indemnifying Party will enter into any settlement with respect to such Third-Third Party Claim shall be limited without the prior written consent of the Indemnified Party unless such settlement (a) requires solely the payment of money damages by the Indemnifying Party and (b) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party and the persons for whom the Indemnified Party is acting or who are acting on behalf of the Indemnified Party from all liability in respect of the proceeding giving rise to the amount or the monetary equivalent of the rejected settlement and related expensesThird Party Claim.

Indemnification Procedure for Third Party Claims. In connection with any claim of a Third Party for which a Pfizer Indemnitee or Licensee Indemnitee (a) In either of the event that any party (foregoing, the “Indemnified PersonParty”) desires to make a claim against any other party seeks indemnification from Licensee or Pfizer, as applicable (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party ClaimParty”), such pursuant to this Agreement, the Indemnified Person must notify Party shall: (a) give the Indemnifying Person in writingParty prompt written notice of such claim, the section(s) of this Agreement that form the basis of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receiptclaim for indemnification, but in no event later than fifteen (15) calendar days after receipt, by the amount or the estimated amount of damages sought under such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except claim to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s electionthen ascertainable and, to assume or participate in the defense of extent practicable, any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesother material details pertaining thereto; provided, however, that upon rejection failure to provide such notice or to include the foregoing information shall not relieve the Indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure; (b) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense and settlement of such claim; and related expenses, (c) permit the Indemnified Person shall Indemnifying Party to assume control of the defense and settlement of such Third-claim at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnifying Party Claim may not settle such claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, unless such settlement (x) provides for the payment by the Indemnifying Party of money as sole relief for the claimant (other than as contemplated by the Deductible), (y) results in the full and the liability general release of the Indemnified Party from all liabilities arising or resulting from such claim, and (z) involves no finding or admission of any violation of Applicable Law or the rights of any Person and does not have an effect on any other claims that may be made against the Indemnified Party. If the Indemnifying Person Party does not assume control of the defense and settlement of such claim, then the Indemnified Party shall control the defense and settlement of such claim with respect counsel of its selection, at the Indemnifying Party’s expense. Either the Indemnified Party (if such claim is controlled by the Indemnifying Party) or the Indemnifying Party (if such claim is controlled by the Indemnified Party) shall have the right to participate (but not control) and be represented in any suit or action by advisory counsel of its selection and at its own expense. Notwithstanding the foregoing, if the Indemnifying Party assumes control of the defense and settlement of such Third-claim, the Indemnified Party Claim shall will have the right to employ separate counsel, at the Indemnifying Party’s expense, Table of Contents in connection with the defense and settlement of such claim if: (i) there are or may be limited legal defenses available to the amount Indemnified Party that are different from or additional to those available to the monetary equivalent Indemnifying Party; or (ii) in the reasonable opinion of counsel to the rejected Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable. In the event that the Indemnified Party controls the defense and settlement and related expensesof such claim, the Indemnified Party may not settle such claim without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any legal proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim legal proceeding, it will not settle the legal proceeding without the prior written consent of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any legal proceeding and my appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such legal proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 10.4 hereof, the Indemnitor does not undertake to defend any such legal proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any legal proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at the cost expense of Indemnifying Person. In any case in which the Indemnifying Person assumes Indemnitor, to assume the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseslegal proceeding; provided, however, that upon rejection of in any settlement and related expenses, event the Indemnified Person shall assume control Indemnitee may not settle such legal proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed. As used herein, a "legal proceeding" includes any judicial, administrative or arbitral action, suit, proceeding (public or private), claim or governmental proceeding.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement, including without limitation, a Patent Infringement Claim, (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice together with a statement of any available information regarding such Indemnified Person must notify claim (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than within fifteen (15) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim) (the “Claim Notice”). The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, satisfactory to Indemnified Party, so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) calendar days after receipt, by such Indemnified Person receipt of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect (the indemnification provided hereunder except to the extent “Control Notice”) that the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, will undertake to assume or participate in the defense of any Third-such Third Party Claim at and will indemnify the cost of Indemnifying Person. In any case in which Indemnified Party against such Third Party Claim, (B) the Indemnifying Person assumes Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder with respect thereto, (C) the Indemnifying Party conducts the defense of the Third-Third Party ClaimClaim actively and diligently at its own cost and expense and (D) the Third Party Claim has not been initiated by any Governmental Authority. So long as such conditions are and remain satisfied, then the Indemnifying Person shall give Party may conduct the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement defense of the Third Party Claim and the Indemnified Person Party may participate through counsel chosen by such Indemnified Party and paid at its own expense (which expense shall not constitute part of any Loss that is the subject of indemnity under this Section 6.4 unless the Indemnified Party has reasonably concluded that counsel chosen by the Indemnifying Party has actual or potential conflicts of interest and has so notified the Indemnifying Party in writing). If the Indemnifying Party does not deliver a Control Notice within the thirty (30) day period provided above or any of the conditions set forth in clauses (A) through (D) above are or become unsatisfied, the Indemnified Party shall have the right to approve or reject undertake the settlement or defense of the claim, but shall not thereby waive any right to indemnity from the Indemnifying Party therefor. The Person handling such defense or settlement shall pursue such defense or settlement with the customary care that a reasonably prudent person would exercise under the circumstances. If the Indemnifying Party decides not to undertake the conduct and related expenses; provided, however, that upon rejection control of any the settlement and related expensesor defense of a claim, the Indemnified Person shall assume Party may undertake control of the settlement or defense of such Third-the Third Party Claim and to the liability entire exclusion of the Indemnifying Person Party. The Indemnifying Party will not pay or enter into any settlement of any Third Party Claim or consent to the entry of any judgment with respect to such Third-any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Furthermore, the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. Any final judgment entered or settlement agreed upon in the manner provided herein shall be limited binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the amount or the monetary equivalent of the rejected settlement and related expensesIndemnified Party is entitled to prompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) In Any claim for indemnity shall be made by written notice from the event that any party seeking indemnification (the “Indemnified PersonParty”) desires to make a claim against any other the party required to provide same (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party ClaimParty”), together with a written description of the claim, stating the nature and basis of such claim and, if ascertainable, the amount thereof. The Indemnifying Party shall have a period of thirty (30) days after receipt of such notice within which to respond thereto or, in the case of a third-party claim which requires a shorter time for response, within such shorter period as specified by the Indemnified Person must Party in such notice (the “Notice Period”). If the Indemnifying Party denies responsibility or fails to respond to the notice within the Notice Period, the Indemnified Party may defend or compromise the claim as it deems appropriate without prejudice to any of the Indemnified Party’s rights hereunder, and the Indemnifying Party shall have no right to approve or disapprove any actions taken in connection therewith by the Indemnified Party. If the Indemnifying Party accepts responsibility, it shall so notify the Indemnifying Person in writing, Indemnified Party within the Notice Period and elect either (a) to undertake the defense or compromise of the Thirdsuch third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, party claim with counsel selected by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually Party and materially prejudiced as a result reasonably approved by the Indemnified Party or (b) to instruct the Indemnified Party to defend or compromise such claim. If the Indemnifying Party undertakes the defense or compromise of such failure. Upon receipt of the Thirdthird-Party Claim Notice from party claim, the Indemnified Person, the Indemnifying Person Party shall be entitled, at the Indemnifying Person’s electionits own expense, to assume or participate in the defense such defense. No compromise or settlement of any Thirdthird-party claim shall be made without reasonable notice to the Indemnified Party Claim at and without the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense prior written approval of the Third-Party ClaimIndemnified Party, the Indemnifying Person shall give unless such compromise or settlement includes a general release of the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and Party in respect of the matter with no admission of liability on the part of the Indemnified Person shall have Party and no constraints on the right to approve or reject the settlement and related expenses; provided, however, that upon rejection future conduct of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesits business.

Indemnification Procedure for Third Party Claims. (a) In the event that order for an Indemnified Party to be entitled to any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses indemnification provided for which the Indemnified Person may seek indemnification hereunder under Section 8.2 or 8.3 in respect of, arising out of or involving a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), such Indemnified Person Party must notify the Indemnifying Person Party in writing, writing of the Third-Third Party Claim within twenty (a “Third-Party Claim Notice”20) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, receipt by such Indemnified Person Party of notice of the Third-Third Party Claim; provided, however, that failure to give a Third-Party Claim Notice on a timely basis such notification shall not affect the indemnification provided hereunder under Section 8.2 or 8.3, except to the extent the Indemnifying Person shall have Party has been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from Thereafter, the Indemnified Person, Party shall deliver to the Indemnifying Person shall be entitledParty, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person within ten (10) calendar days’ notice prior to executing any settlement agreement and days after the Indemnified Person shall have Party's receipt thereof, copies of all notices and documents (including court papers) received by the right Indemnified Party relating to approve or reject the settlement and related expensesThird Party Claim; provided, however, that failure to deliver such notices and documents shall not affect the indemnification provided under Section 8.2 or 8.3, except to the extent the Indemnifying Party has been actually and materially prejudiced as a result of such failure. The Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the “Defense Notice“), within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense against such Third Party Claim; provided, that, notwithstanding the foregoing, the Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to have control over, the defense or settlement of any settlement Third Party Claim (and related expenses, the Indemnified Person shall assume control of the defense cost of such Third-Party Claim defense and the liability of the Indemnifying Person any Losses with respect to such Third-Third Party Claim shall be limited constitute an amount for which the Indemnified Party is entitled to indemnification hereunder) if (1) the amount Third Party Claim involves a criminal proceeding, action, indictment, allegation or investigation; (2) if the Third Party Claim seeks injunctive relief; (3) the Third Party Claim could result in suspension or debarment of the Purchaser or the monetary equivalent Company by a Governmental Entity; (4) Losses are reasonably expected by Purchaser to exceed the unreserved or unclaimed amount remaining in the Escrow Account under the Escrow Agreement; (5) any insurer, including the insurer under the R&W Policy, requires, as a condition to an Indemnified Party’s eligibility to recover insurance proceeds on account of such Third Party Claim, that such carrier control the matter; (6) Purchaser intends to pursue a claim under the R&W Policy; (7) the Third Party Claim involves a customer or material business relationship of the rejected settlement Purchaser or the Company; (8) the Third Party Claim involves a Tax matter (other than a Tax matter that is an income Tax matter controlled by Seller pursuant to Article IX); (9) the Third Party Claim is made by a Governmental Entity (other than a Third Party Claim involving the IRS for a Tax matter as set forth in subsection (8)); (10) the Third Party Claim involves any of the matters set forth on Schedule 8.2 hereof; (11) the Indemnifying Party is not reasonably, diligently or in good faith conducting a defense of the Third Party Claim (and related expensesthe Indemnifying Party is provided written notice thereof by the Purchaser and the Indemnifying Party does not cure such action or inaction within ten (10) Business Days); or (12) the Indemnified Party has been advised in writing by legal counsel that a conflict of interest exists which, under applicable principles of legal ethics, would prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Third Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the ------------------------------------------------ event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a proceeding, claim or demand made by which relates to any Person not a party to this Agreement loss, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding, with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel, at the Indemnitor's expense, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the monetary equivalent date of the rejected settlement and related expensessuch notice.

Indemnification Procedure for Third Party Claims. (a) In Promptly, and in any event within 30 days after the event that receipt by any party hereto of notice of any claim or the commencement of any action or proceeding by a third party, such party will, if a claim with respect thereto is to be made against any party obligated to provide indemnification hereunder (the “Indemnified Person”) desires to make a claim against any other party (the “"INDEMNIFYING PARTY"), give such Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect Party written notice of a such claim or demand made by the commencement of such action or proceeding, but any Person not a party failure to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must timely notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect relieve the indemnification provided Indemnifying Party of its obligations hereunder except to the extent it was actually prejudiced thereby. Upon unconditional and unqualified written acknowledgment of the Indemnified Party's entitlement to indemnification therefor and if the Indemnifying Person shall have been actually and materially prejudiced as a result of Party has sufficient resources to pay any final judgment, such failure. Upon receipt of the Third-Indemnifying Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right right, at its option, to approve settle, compromise or reject defend, at its own expense and with its own counsel, any such claim, action or proceeding involving the settlement and related expenses; providedasserted liability of the party seeking such indemnification (the "INDEMNIFIED PARTY"), howeverprovided that the Indemnifying Party shall not settle, that upon rejection compromise or consent to the entry of any settlement and related expensesjudgment in any pending or threatened claim, action or proceeding except with the consent of the Indemnified Person Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party fails to assume control of the defense of such Third-claim, action or proceeding within 30 days of receipt of notice of such claim, action or proceeding, or if at any time the Indemnifying Party Claim shall fail to defend in good faith any such claim, action or proceeding, the Indemnified Party may assume the defense thereof and may employ counsel with respect thereto and all fees and expenses of such counsel shall be paid by the Indemnifying Party, and the liability Indemnified Party may conduct and defend such claim, action or proceeding in such manner as it may deem appropriate, subject, however, to the last sentence of this Section 11.05. If any Indemnifying Party undertakes to compromise, settle or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted liability. The Indemnified Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter with respect to which the Indemnifying Party has undertaken the defense, and the Indemnifying Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter which the Indemnified Party is defending. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding except with the consent of the Indemnifying Person with respect to such Third-Party Claim (which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed).

Indemnification Procedure for Third Party Claims. (a) In the event that case of any claim asserted by a third party (the “Indemnified Person”) desires which claim is subject to make a claim against any other indemnification by either party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (hereunder, ( a “Third-Party Claim”), such Indemnified Person must the party seeking indemnification (the “Indemnitee”) shall notify the Indemnifying Person other party (the “Indemnitor”) promptly after has actual knowledge of any such Third-Party Claim as to which indemnity may be sought (provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder except to the extent materially prejudiced by such failure), and Indemnitee shall permit the Indemnitor, at its sole expense, to assume the defense of any such Third-Party Claim, provided that Indemnitee may participate in writingsuch defense or administration at Indemnitee’s sole expense (provided, however, that if a conflict of interest exists such that separate counsel must be engaged by Indemnitee and the Indemnitor, the Indemnitor shall be responsible for the reasonable fees and costs for such counsel for Indemnitee bug only for one separate counsel for all Indemnitees). The Indemnitor, in the defense of any such Third-Party Claim, shall not, except with the consent of Indemnitee, which Indemnitee agrees will not be unreasonably withheld, conditioned or delayed with respect to a monetary settlement, judgment or relief, (a) consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief against Indemnitee or (b) pursue any course of defense of any such Third-Party Claim subject to indemnification hereunder if Indemnitee shall reasonably and in good faith determine that the conduct of such defense could be expected to adversely affect in any material respect Indemnitee, its direct or indirect owners, the use of the Property to which the Third-Party Claim (relates. In addition, if the Indemnitor obtains and desires to accept from a “party to any such Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure an offer to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of settle the Third-Party Claim Notice from solely for an amount certain, then Indemnitee agrees that if requested by the Indemnified PersonIndemnitor, the Indemnifying Person shall be entitledIndemnitee will, at the Indemnifying Person’s electionits sole expense, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and thereafter the liability of the Indemnifying Person Indemnitor’s obligation with respect to such Third-Party Claim shall not exceed the costs of defense then incurred and the dollar amount of the settlement the Indemnitor proposed to accept immediately prior to such assumption by Indemnitee, it being agreed between Indemnitee and the Indemnitor that Indemnitee will pay any greater amounts owing and bear any other impositions in excess of those contemplated in the proposed settlement arrangement. In the event that the Indemnitor does not accept the defense of any matter as above provided, Indemnitee shall have the full right to defend against any such Third-Party Claim or demand and shall be limited entitled to settle or agree to pay in full such Third-Party Claim or demand, in its sole discretion. In any event, the Indemnitor and Indemnitee shall cooperate in the defense of any action or claim subject to this Agreement and each agrees to make its records available to the amount other with respect to such defense as reasonably requested and to the extent doing so does not compromise any claim of privilege or the monetary equivalent any other defense available to it. Acceptance of the rejected settlement defense of any Third-Party Claim or of the administration of any Third-Party Claim by the Indemnitor shall be without prejudice to the Indemnitor’s right to assert at any time before or after accepting such defense or administration that it is not obligated to provide an indemnity, either in whole or in part, with respect to such Third-Party Claim. In the event that the Indemnitor asserts that it is not obligated to provide an indemnity to Indemnitee with respect to a Third-Party Claim, Indemnitee shall have the right to defend such Third-Party Claim, and related expensesif the Indemnitor is adjudicated liable for indemnifying Indemnitee, the Indemnitor shall reimburse Indemnitee for its out-of-pocket expenses in defending such Third-Party Claim and all settlements and judgments reasonably incurred as a result of such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In Upon the event that assertion by any third party (the “Indemnified Person”) desires to make of a claim against any other a 3RP Indemnified Party or an SAMARITAN Indemnified Party that may give rise to right of indemnification under this Agreement, the party who, or whose directors, officers or employees, is claiming a right to indemnification (the “"Indemnified Party") shall give prompt notice to the party alleged to have the duty to indemnify (the "Indemnifying Person”Party") in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim existence of such claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of provided that the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a such notice in timely basis fashion shall not affect release the Indemnifying Party of its obligations of indemnification provided hereunder except to the extent that the Indemnifying Person shall have Party has been actually prejudiced thereby) and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior Indemnifying Party reasonable opportunity to executing any settlement agreement control, defend and/or settle such claim at its own expense and the Indemnified Person shall have the right to approve or reject the settlement and related expenseswith counsel of its own selection; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person Party shall, at all times, have the right to fully participate in such defense at its own expense with separate counsel and, provided that both parties to the extent that they are not contractually or legally excluded therefrom, or otherwise prejudiced in a legal position by so doing, shall assume control of cooperate with each other and with their respective insurers in relation to the defense of such Third-third party claim. The Indemnifying Party Claim shall consult with the Indemnified Party with respect to settlement of any claim. The Indemnifying Party shall have the right to settle any claim without the consent of the Indemnified Party, provided that the Indemnified Party is unconditionally released from such claim and it is not otherwise prejudiced by the liability terms of settlement (including, without limitation, that no obligations in addition to those set forth herein are imposed upon the Indemnified Party). In the event the Indemnifying Party elects to defend such claim, the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Person Party. If the Indemnifying Party shall, within a reasonable time after such notice has been given, fail to defend, compromise or settle such claim, (or thereafter fails to diligently defend such claim) then the Indemnified Party shall have the right to defend, compromise or settle such claim without prejudice to its rights of indemnification hereunder. Notwithstanding the foregoing, in the event of any dispute with respect to such Third-Party Claim indemnity hereunder, each party shall be limited entitled to participate in the amount or defense of such claim and to join and implead the monetary equivalent of the rejected settlement and related expensesother in any such action.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any legal proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim legal proceeding, it will not settle the legal proceeding without the prior written consent of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial, and defense of any legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial, and defense of such legal proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 9.4 hereof, the Indemnitor does not undertake to defend any such legal proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any legal proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at the cost expense of Indemnifying Person. In any case in which the Indemnifying Person assumes Indemnitor, to assume the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseslegal proceeding; provided, however, that upon rejection of in any settlement and related expenses, event the Indemnified Person shall assume control Indemnitee may not settle such legal proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed. As used herein, a "legal proceeding" includes any judicial, administrative, or arbitral action, suit, proceeding (public or private), claim, or governmental proceeding.

Indemnification Procedure for Third Party Claims. (a) In the event that If any party (the “Indemnified Person”) desires to make a action or claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “"Third-Party Claim”") is commenced against any Buyer Indemnitee or Seller Indemnitee (in any case, an "Indemnitee"), such Indemnified by a Person must other than an Indemnitee, for which an Indemnitee is entitled to seek and does seek indemnification from one or more of the Indemnitors under Section 7.1 or 7.2 (collectively, as appropriate, the "Indemnitors"), the Indemnitee shall notify the Indemnifying Person Indemnitor in writing, writing and summarize the nature of the Third-Party Claim (and the basis upon which it appears to have been asserted. Any delay in giving such a “Third-Party Claim Notice”) as promptly as reasonably possible after receiptnotice shall not affect the rights of the Indemnitee under this Article VII, but in no event later than fifteen (15) calendar days after receipt, by unless and then only to the extent the Indemnitor demonstrates that such Indemnified Person delay prejudiced the rights of notice of the Indemnitor with respect to the Third-Party Claim; provided. Within 10 days after an Indemnitee gives such a notice, that failure the Indemnitor shall notify the Indemnitee in writing whether the Indemnitor elects to give a defend the Third-Party Claim Notice on a timely basis Claim. If the Indemnitor so elects to defend, it shall do so but shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of settle or compromise the Third-Party Claim Notice from without the Indemnified PersonIndemnitee's prior written consent. If the Indemnitor does not so elect to defend or fails to defend, the Indemnifying Person Indemnitee shall be entitled, at the Indemnifying Person’s electionbut not obligated, to assume defend. Irrespective of whether the Indemnitor defends or participate in the defense of any Third-Party Claim at Indemnitee defends, the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense Indemnitor shall pay and currently fund all costs and expenses of the Third-Party Claimdefense. Moreover, if the Indemnitor does not so elect to defend or fails to defend, the Indemnifying Person shall give Indemnitee, after giving the Indemnified Person ten (10) calendar Indemnitor at least five days’ ' prior written notice prior of its intention to executing any settlement agreement and proceed with a settlement, need not consult the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of Indemnitor regarding any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person nevertheless retain all rights to indemnification with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected that settlement and related expensesthat are otherwise provided in this Article VII.

Indemnification Procedure for Third Party Claims. (a) In Other than a Tax Claim or a Tax Contest, which procedure is set forth and which shall be governed exclusively by SECTION 10.1(D), in the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any Governmental Authority (a "THIRD PARTY CLAIM"), against such Indemnified Party, against which a party to this Agreement is or may be required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person Party shall give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a “Third-Party Claim”reasonable opportunity to respond to and defend such claim), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, provided that failure to give a Third-Party Claim Notice on a timely basis notice within such period shall not affect the indemnification provided hereunder except Indemnified Parties' rights, or the Indemnifying Parties' obligations hereunder, expect to the extent the Indemnifying Person Parties are actually prejudiced by such delay. For purposes of this ARTICLE XI, notice to the Representatives shall be deemed notice to all of the Company Stockholders. The Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Upon the right upon written notice to the Indemnified Party (the "DEFENSE NOTICE") within thirty (30) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s electionParty of notice of such claim, to assume conduct at its expense the defense against such claim in its own name, or participate if necessary in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense name of the Third-Party ClaimIndemnified Party; PROVIDED, the Indemnifying Person shall give HOWEVER, that the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have the right to approve the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, conditioned or reject delayed, and in the settlement event the Indemnifying Party and related expenses; the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval, which such approval shall not be unreasonably withheld, conditioned or delayed. In the event that upon rejection the Indemnifying Party does elect to conduct the defense of any settlement and related expensesthe subject 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 it, and the Indemnified Party shall assume control have the right at its expense to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the defense Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such Third-settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not indemnified hereunder. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, or in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this SECTION 11.5 only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within twenty (20) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and and, in such event, the maximum liability of the Indemnifying Person Party as to such Third Party Claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Party through the end of such twenty (20) day period. Other than as specifically provided in this SECTION 11.5, any final, non-appealable or non-appealed judgment entered, order issued or settlement agreed upon in the manner provided in this SECTION 11.5 shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to such Third-which the Indemnified Party Claim shall be limited is entitled to the amount or the monetary equivalent of the rejected settlement and related expensesprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnified PersonParty”) desires of written notice of the institution of any legal proceeding, or of any claim or demand, asserted by a third party (a “Third Party Claim”) against the Indemnified Party with respect to make which a claim against any for indemnification is to be made pursuant to Section 6.01 or 6.02 herein, the Indemnified Party shall give written notice to the other party (the “Indemnifying PersonParty”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-such Third Party Claim”), such Indemnified Person must notify the . The Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, entitled to participate in and to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, and after notice from the liability Indemnifying Party to such Indemnified Party of such assumption of defense, and provided that the Indemnifying Party continues to diligently pursue such defense, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. Notwithstanding the foregoing, an Indemnified Party shall in all cases be entitled to control its defense, including the selection of separate counsel (at the cost and expense of the Indemnifying Person Party), of any Third Party Claim if such claim: (i) may result in injunctions or other equitable remedies in respect of the Indemnified Party which would affect its business or operations in any materially adverse manner; (ii) may result in material liabilities which may not be fully indemnified hereunder; (iii) may have a significant adverse impact on the business or the financial condition of the Indemnified Party (including a Material Adverse Effect on the tax liabilities, earnings or ongoing business relationships of the Indemnified Party) even if the Indemnifying Party pays all indemnification amounts in full or (iv) the anticipated defendants in any such situation, proceeding or action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to or inconsistent with those available to the Indemnifying Party. No Indemnifying Party will enter into any settlement with respect to such Third-Third Party Claim shall be limited without the prior written consent of the Indemnified Party unless such settlement (a) requires solely the payment of money damages by the Indemnifying Party and (b) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party and the persons for whom the Indemnified Party is acting or who are acting on behalf of the Indemnified Party from all liability in respect of the proceeding giving rise to the amount or the monetary equivalent of the rejected settlement and related expensesThird Party Claim.

Indemnification Procedure for Third Party Claims. (a) 10.3.1 In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or Proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including, but not limited to, any domestic or foreign court or Governmental Body) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice of such Indemnified Person must notify claim (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Person in writing, of Party (the Third-Party Claim (a “Third-Party Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Claim Notice, which Defense Notice shall specify the counsel the Indemnifying Party Claimwill appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnify Party shall propose an alternate Defense Counsel, that upon rejection which shall be subject again to the Indemnified Party’s approval. If the Indemnifying Party delivers a Defense Notice, the delivery of such Defense Notice shall constitute acceptance of responsibility for such claim or action and the Indemnifying Party shall be fully responsible for all liabilities for such claim or action and all liabilities arising out of or relating to such claim or action including, but not limited to, the costs of the defense thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any settlement and related expensesclaim to the extent that such claim relates to Taxes. In addition, the Indemnified Person Indemnifying Party shall not be entitled to assume control of the defense of such Third-a Third Party Claim and shall pay the liability reasonable fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim seeks injunctive or other equitable relief or if the Indemnified Party determines, based upon the advice of counsel, that the Indemnified Party’s interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesParty.

Indemnification Procedure for Third Party Claims. (a) In the event that, subsequent to the Closing, any Person that any party is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, the “Indemnifying Person”) in connection with issuance of any Losses for which order or the Indemnified Person may seek indemnification hereunder in respect commencement of a claim any action or demand made proceeding by any Person who is not a party Party to this Agreement against the Indemnified Person or an Affiliate of a Party, including any Governmental Authority (a “Third-Party Claim”), against such Indemnified Person must notify Party, for which a Party is or may be required to provide indemnification under this Agreement, the Indemnified Party shall give written notice thereof to the indemnifying party (or, if the Indemnified Party is a Parent Indemnified Party, the Securityholder Representative) (such indemnifying party or the Securityholder Representative, as applicable, an “Indemnifying Person Party”), together with a statement of any and all available information regarding such Third-Party Claim, promptly but in writing, any event within fifteen (15) days after learning of the such Third-Party Claim (or within such shorter time as may be necessary to give the Indemnifying Party a “reasonable opportunity to respond to and defend such Third-Party Claim). The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Parties are actually prejudiced by such delay or failure, in which case the amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses would have been less had such Claim Notice”Notice been timely given. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such receipt from the Indemnified Person Party of notice of such Third-Party Claim, to conduct at its expense the defense against such Third-Party Claim; provided, that failure such Indemnifying Party shall not have the right to give a defend or direct the defense of any such Third-Party Claim Notice on a timely basis shall not affect if (a) the indemnification provided hereunder except to Indemnified Party has been advised by counsel that an actual or potential conflict exists between the extent Indemnified Party and the Indemnifying Person shall have been actually and materially prejudiced as a result Parties in connection with the defense of such failure. Upon receipt Third-Party Claim, (b) in the case of a Parent Indemnified Party, the Third-Party Claim is asserted directly by or on behalf of a Person that is a supplier or customer of the Company, if in the reasonable judgment of the Parent Indemnified Party (which may be asserted at any time) the Indemnifying Party’s defense of such Third-Party Claim would reasonably be expected to materially and adversely impact the Parent Indemnified Party’s (or the Company’s) existing or proposed relationship with such supplier or customer, (c) the Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party as the primary form of relief in such claim, (d) the Third-Party Claim seeks a finding or admission of a criminal violation of Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates, (e) the assumption of defense of the Third-Party Claim Notice from the Indemnified Person, by the Indemnifying Person shall be entitledParty is reasonably likely to cause a Parent Indemnified Party to lose coverage under the R&W Insurance Policy, at or (f) a Parent Indemnified Party or the Indemnifying Person’s election, insurer is required to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim pursuant to the R&W Insurance Policy. In the event that the Indemnifying Party elects to conduct the defense of the subject Third-Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it. The Indemnified Party shall have the right to participate in the defense assisted by counsel of its own choosing, provided that the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses incurred by the Indemnified Party in connection with the defense thereof. Without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), the Indemnifying Party will not enter into any settlement of any Third-Party Claim or cease to defend against such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief would be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have control over, the defense or settlement of any Third-Party Claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, would materially interfere with the business of the Indemnified Party, or in a proceeding to which the Indemnifying Party is also a party and joint representation would be inappropriate. If an offer is made to settle a Third-Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 11.5 only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within twenty (20) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and, in such event, the maximum liability of the Indemnifying Person with respect Party as to such Third-Party Claim shall be limited will not exceed the amount of such settlement offer. Notwithstanding anything contained herein to the amount or contrary, no Indemnified Party shall settle any Third-Party Claim without the monetary equivalent prior written consent of the rejected settlement and related expensesIndemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed).

Indemnification Procedure for Third Party Claims. (ai) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or Proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice of such Indemnified Person must notify claim to the Indemnifying Person in writing, Party within thirty (30) days after learning of such claim (the Third-Party Claim (a “Third-Party Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Claim Notice, which Defense Notice shall specify the counsel the Indemnifying Party Claimwill appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement which shall be subject again to the Indemnified Party’s approval (and related expensessuch process shall be repeated until the Indemnified Party shall have approve the Defense Counsel specified by the Indemnifying Party.) If the Indemnifying Party delivers a Defense Notice, the Indemnified Person delivery of such Defense Notice shall constitute acceptance of responsibility for such claim or action and the Indemnifying Party shall be fully responsible for all liabilities arising out of or relating to such claim or action including the costs of the defense thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of the defense of such Third-a Third Party Claim and shall pay the liability reasonable fees and expenses of counsel retained by the Indemnified Party if (x) the Third Party Claim solely seeks injunctive or other equitable relief, (y) the Indemnified Party has been advised by counsel that the Indemnified Party’s interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Person Party and provides written notice of such determination to the Indemnifying Party, or (z) such Indemnifying Party is unable to or does not provide the Indemnified Party with respect reasonable assurance of its ability to pay the expenses of the defense against such Third-Third Party Claim. Notwithstanding anything to the contrary in this Section 9.2(d), in the event that any Third Party Claim relates to Taxes, Section 9.4(g) (and not this Section 9.2(d)) shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesapply.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party person or entity entitled to indemnification under this Agreement (the an “Indemnified PersonINDEMNIFIED PARTY”) desires to make a claim against receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person person or entity who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including, but not limited to, any domestic or foreign court or governmental authority, federal, state or local) (a “Third-Party ClaimTHIRD PARTY CLAIM”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “INDEMNIFYING PARTY”), the Indemnified Party shall give written notice together with a statement of any available information regarding such Indemnified Person must notify claim (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than within fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim) (the “CLAIM NOTICE”). The Indemnifying Party shall have the right, by such upon written notice to the Indemnified Person Party (the “DEFENSE NOTICE”) within fifteen (15) days after receipt from the Indemnified Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim (“DEFENSE COUNSEL”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval, provided that the Indemnifying Party shall be entitled to take such action as is reasonable under the circumstances to protect its rights pending agreement upon rejection the selection of any settlement and related expensesDefense Counsel. Notwithstanding the foregoing, the Indemnified Person Indemnifying Party shall not be entitled to assume control of the defense of such Third-a Third Party Claim and shall pay the liability reasonable fees and expenses of counsel retained by the Indemnifying Person with respect to such Third-Indemnified Party if the Third Party Claim shall seeks injunctive or other equitable relief or if the Indemnified Party, in the Claim Notice, states that, based on advice of counsel, it believes that its interests in the Third Party Claims are or can reasonably be limited expected to be adverse to the amount or the monetary equivalent interests of the rejected settlement and related expensesIndemnifying Party.

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly after receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint or the “commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Person”) desires Party may be entitled to make a claim against receive payment from the other Party for any other party Damages, such Indemnified Party will notify Purchaser or Seller, as the case may be (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party ClaimParty”), promptly following the Indemnified Party’s receipt of such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person complaint or of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result commencement of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personaudit, the Indemnifying Person shall be entitledinvestigation, at the Indemnifying Person’s election, to assume action or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesproceeding; provided, however, that upon rejection the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, within ten (10) days after written notice delivered to the Indemnified Party, to assume full responsibility for any settlement Damages (as the case may be) resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and related expensesthe payment of the fees and disbursements of such counsel; provided, however, that the Indemnifying Party shall have acknowledged in writing to the Indemnified Party acknowledging and accepting its unqualified obligation to indemnify the Indemnified Party as provided hereunder. If, however, the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10)-day period, then the Indemnifying Party will pay the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any audit, investigation, action or proceeding for which the Indemnifying Party has assumed the defense, the Indemnified Person shall assume control Party will have the right to participate in such matter and to retain its own counsel at the Indemnified Party’s own expense. The Indemnifying Party will at all times use reasonable efforts to keep the Indemnified Party reasonably apprised of the status of the defense of such Third-Party Claim and any matter the liability defense of which the Indemnifying Person Party has assumed and to cooperate in good faith with the Indemnified Party with respect to the defense of any such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesmatter.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any Legal Proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified PersonThird Party, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Indemnitor shall have the right after the receipt of notice, at its option and at its own expense, to approve be represented by counsel (which counsel shall be reasonably satisfactory to the Indemnitee) and to defend against, negotiate, settle or reject the settlement and related expensesother wise deal with any proceeding, claim, or demand which relates to any Damage indemnified against hereunder; provided, however, (i) that upon rejection the Indemnitor exercises such option in -------- ------- writing within 30 days of receipt of notice; and (ii) that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person Indemnitee may retain counsel (reasonably satisfactory to Indemnitor), at the expense of the Indemnitor, the Indemnitor shall assume nevertheless indemnify the Indemnitee for the full amount of the Damages relating to such proceeding, claim or demand and control of the defense of and settle such Third-Party Claim proceeding; provided that the Indemnitee -------- shall give the Indemnitor twenty (20) days written notice prior to entering into any such settlement and shall not settle any such claim without the liability consent of the Indemnifying Person Indemnitor, which consent shall not be unreasonably withheld. If the Indemnitee shall settle any such proceeding without the consent of the Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Article XIII with respect to any Damages occasioned by such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensessettlement.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of ------------------------------------------------ an Indemnitee receives written notice of the Third-commencement of any action or proceeding, the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Article 8 (a "Third Party Claim; provided"), and such Indemnitee intends to seek indemnity pursuant to this Article 8, the Indemnitee shall promptly provide the Indemnitor with notice of such action, proceeding, claim, penalty or assessment. The Indemnitor shall have the right, by giving notice to the Indemnitee within twenty (20) days after receipt of notice from the Indemnitee of a Third Party Claim, stating that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except Indemnitor is responsible for such claim to the extent required under this Article 8, at its expense, to defend against, negotiate, settle or otherwise deal with any claim with respect to which it is the Indemnifying Person shall Indemnitor and to have been actually the Indemnitee represented by counsel reasonably satisfactory to the Indemnitee, selected by the Indemnitor, provided that the Indemnitee may participate in any -------- proceeding with counsel of its choice and at its expense; provided further that ---------------- the Indemnitee, at any time when it believes in good faith that (i) any third party claim with respect to which Indemnitor is defending is having a Material Adverse Effect; (ii) the Indemnitor does not have the financial resources to defend against the claim and fulfill its indemnification obligations hereunder; (iii) the settlement of, or adverse judgment with respect to, the third party claim is likely to establish a precedential custom or practice materially prejudiced as a result of such failure. Upon receipt adverse to the business of the Third-Party Claim Notice from Indemnitee or, with respect to Urologix as Indemnitee, will adversely affect the Indemnified Person, Indemnitee's relationship with its customers; (iv) the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes Indemnitor is not conducting the defense of the Third-Party Claimthird party claim actively and diligently; or (v) the third party claim seeks an injunction or other equitable relief, may assume the defense and settlement of such third party claim in good faith, with counsel of its choice, and be fully indemnified therefor; and provided further, that the Indemnitor may not enter into a ---------------- settlement of any third party claim without the consent of the Indemnitee unless such settlement requires no more than a monetary payment for which the Indemnitee has been fully paid. In the event the Indemnitee is controlling the defense, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior Indemnitor may participate in such defense and settlement through counsel chosen by it or consent to executing any settlement agreement and of the Indemnified Person third party claim, which consent shall have not be unreasonably withheld. The parties will cooperate fully with each other in connection with the right to approve defense, negotiation or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesthird party claim.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that of the initiation of any party (legal proceedings against an Indemnitee by a third-party, the “Indemnified Person”) desires Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (be represented by counsel, which counsel shall be reasonably satisfactory to the “Indemnifying Person”) in connection Indemnitee and to defend against, negotiate, settle or otherwise deal with any Losses for proceeding, claim, or demand which relates to any Claims indemnified against hereunder; provided, however, (i) that the Indemnified Person Indemnitor exercises such option in writing within thirty (30) days of receipt of notice; (ii) that the Indemnitee may seek indemnification hereunder participate in any such proceeding with counsel of its choice and at its expense; (iii) that in the case of any Claims seeking equitable relief or requiring remedial action in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified PersonShares, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Buyer shall have the right to approve defend (using counsel reasonably satisfactory to the Indemnifying Shareholders) or reject settle such claim, regardless of whether the Buyer is the Indemnitor or the Indemnitee; and (iv) that the Indemnitor shall not settle any proceeding, claim or demand which imposes any liability or obligation on the Indemnitee without the Indemnitor's consent, which consent shall not be unreasonably withheld. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel (reasonably satisfactory to the Indemnitor), at the expense of the Indemnitor, the Indemnitor shall nevertheless indemnify the Indemnitee for the full amount of the Claims relating to such proceeding, claim or demand and the Indemnitee shall control the defense in settlement of such proceedings; provided, however, that upon rejection of the Indemnitee shall give the Indemnitor ten (10) days written notice prior to entering into any such settlement and related expenses, shall not settle any such claim without the Indemnified Person shall assume control consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed.