Common use of Notice of Claim Clause in Contracts

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article VVI, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V VI except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee any indemnified party under this Section 10 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilityaction, such Investor Indemnitee or Company Indemnitee, as applicable, shallindemnified party will, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article VSection 10, deliver to promptly notify the indemnifying party a written notice of the commencement thereof; but provided, however, the failure to so notify give such notice shall not relieve the indemnifying party will not relieve it of liability under this Article V its obligations hereunder except to the extent the indemnifying party is it shall have been prejudiced by such failure. The In case any such action is brought against any indemnified party, and it notifies an indemnifying party shall have of the right to participate incommencement thereof, andthe indemnifying party will be entitled, to the extent the indemnifying party so desiresit may wish, jointly with any other indemnifying party similarly noticednotified, to assume control participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the defense thereof with counsel mutually reasonably satisfactory obligation to reimburse the indemnified party for reasonable legal and other expenses incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses unconditional release of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying partyall liabilities from, the representation by claim in respect of which indemnity is sought. Any such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall not be liable for to any such indemnified party on account of any settlement of any action, claim or proceeding action effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee such indemnifying party, such consent not to be unreasonably withheld or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duedelayed.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due, subject to receipt by the indemnifying party of an undertaking to repay any amounts that such party is ultimately not entitled to receive as indemnification pursuant to this Agreement.

Notice of Claim. For purposes of this Article V, a party that is subject to a Claim and entitled to indemnification hereunder is sometimes hereinafter referred to as the “Indemnitee,” and the party having the obligation to indemnify the other is sometimes hereinafter referred to as the “Indemnitor.” Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) Claim involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article VIndemnitor, deliver to the indemnifying party Indemnitor a written notice of the commencement thereof; but provided, however, that the failure to so notify the indemnifying party Indemnitor: (i) will not relieve it the Indemnitor of liability under this Article V except V, unless and to the extent the indemnifying party is prejudiced Indemnitor did not otherwise learn of such Claim and such failure results in the forfeiture by such failure. The indemnifying party the Indemnitor of substantial rights and defenses; and (ii) will not, in any event, relieve the Indemnitor from any obligations to the Indemnitee, other than those indemnity obligations provided in this Article V. In the case of parties indemnified pursuant to Section 5.1 above, counsel to the Indemnitee shall have be selected by the right to participate inCompany, and, in the case of parties indemnified pursuant to Section 5.2 above, counsel to the extent Indemnitee shall be selected by the indemnifying party so desiresInvestor. An Indemnitor may participate, jointly with any other indemnifying party similarly noticedat its own expense, to assume control of in the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may beof any such Claim; provided, however, that an Investor Indemnitee or Company Indemnitee counsel to the Indemnitor shall have the right to retain its own counsel not (except with the actual and reasonable third party consent of the Indemnitee) also be counsel to the Indemnitee. In no event shall the Indemnitor be liable for fees and expenses of not more than one counsel (in addition to any local counsel) separate from their own counsel for such Investor Indemnitee all Indemnitees in connection with any one action or Company Indemnitee to be paid by the indemnifying party, if, separate but similar or related actions in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel same jurisdiction arising out of the Investor Indemnitee same general allegations or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceedingcircumstances. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party Indemnitor in connection with any negotiation or defense of any such action or claim by Claim, and the indemnifying party and Indemnitee shall furnish to the indemnifying party Indemnitor all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claimClaim. The indemnifying party Indemnitor shall keep the Investor Indemnitee or Company Indemnitee reasonably fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shallAn Indemnitor will not, without the prior written consent of the Investor Indemnitee or Company Indemnitee, settle or compromise or consent to the entry of any judgment with respect to any pending or enter into any settlement threatened Claim in respect of which indemnification or other contribution may be sought under this Agreement (whether or not the Indemnitees are actual or potential parties to such Claim) unless: (i) such settlement, compromise which or consent includes an unconditional release of each Indemnitee from all liability arising out of such Claim; and (ii) such settlement, compromise or consent does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee on behalf of a release from all liability in respect to such claim or litigationany Indemnitee. Following indemnification as provided for hereunder, the indemnifying party Indemnitor shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee any indemnified party under this Section 10 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilityaction, such Investor Indemnitee or Company Indemnitee, as applicable, shallindemnified party will, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article VSection 10, deliver to promptly notify in writing the indemnifying party a written notice of the commencement thereof; but provided, however, the failure to so notify give such notice shall not relieve the indemnifying party will not relieve it of liability under this Article V its obligations hereunder except to the extent the indemnifying party is it shall have been prejudiced by such failure. The In case any such action is brought against any indemnified party, and it notifies an indemnifying party shall have of the right to participate incommencement thereof, andthe indemnifying party will be entitled, to the extent the indemnifying party so desiresit may wish, jointly with any other indemnifying party similarly noticednotified, to assume control participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the defense thereof with counsel mutually reasonably satisfactory obligation to reimburse the indemnified party for reasonable legal and other expenses incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses unconditional release of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying partyall liabilities from, the representation by claim in respect of which indemnity is sought. Any such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall not be liable for to any such indemnified party on account of any settlement of any action, claim or proceeding action effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee such indemnifying party, such consent not to be unreasonably withheld or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duedelayed.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee under this ‎Article V of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, Indemnitee shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, ‎Article V deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article ‎Article V except unless and to the extent the indemnifying party is prejudiced did not otherwise learn of such action and such failure results in the forfeiture by such failurethe indemnifying party of substantial rights and defenses. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article ‎Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duereceived.

Notice of Claim. Promptly Each party entitled to indemnification under this Section 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement such Indemnified Party has actual knowledge of any action claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or proceeding any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (including whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, Party to give notice as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party provided herein shall not relieve the Indemnifying Party of its obligations under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but Section 5 unless the failure to so notify provide such notice materially prejudices the indemnifying party will not relieve it of liability under this Article V except to defense by the extent the indemnifying party is prejudiced by Indemnifying Party against such failureclaim. The indemnifying party shall have Indemnified Party may participate in such defense at such party's expense (provided that the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control counsel of the Indemnifying Party shall control the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee of such claim or Company Indemnitee, as the case may beproceeding); provided, however, that an Investor Indemnitee or Company Indemnitee the Indemnifying Party shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses pay such expense if representation of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid Indemnified Party by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying partyIndemnifying Party would, in the representation by such opinion of counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would Indemnified Party, be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee the Indemnified Party and any other party represented by such counsel in such proceeding, it being understood, however, that in such event, the Indemnifying Party shall be liable for the reasonable fees and expenses of only one counsel for the Indemnified Parties. The Investor Indemnitee or Company Indemnitee shall cooperate fully with No Indemnifying Party, in the indemnifying party in connection with any negotiation or defense of any such action claim or claim by the indemnifying party and litigation shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to an Indemnified Party, except with the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemniteesuch Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee Indemnified Party of a release from all liability in respect to of such claim or litigation. Following indemnification as provided for hereunder, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the indemnifying party shall be subrogated to all rights prior written consent of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueIndemnifying Party.

Notice of Claim. Promptly after receipt by All indemnification claims in respect of an Investor AbbVie Indemnitee or Company a Morphic Indemnitee shall be made solely by Morphic or AbbVie, as applicable (each of Morphic or AbbVie in such capacity, the “Indemnified Party”). The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Indemnified Party shall give the indemnifying Party (each of Morphic or AbbVie in such capacity, the “Indemnifying Party”) prompt written notice of the commencement (an “Indemnification Claim Notice”) promptly after becoming aware of any action Third Party Claim asserted or proceeding (including any governmental action or proceeding) involving threatened against an Indemnified Liability, such Investor AbbVie Indemnitee or Company a Morphic Indemnitee, as applicable, shall, if that could give rise to a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party right of indemnification under this Article VAgreement, deliver to but in no event shall the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall Indemnifying Party be liable for any settlement Losses to the extent such Losses result from any delay in the Indemnified Party providing such Indemnification Claim Notice. Each Indemnification Claim Notice must contain a description of the Third Party Claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall promptly furnish to the Indemnifying Party copies of all papers and official documents received in respect of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as Losses and when bills are received and payment therefor is dueThird Party Claims.

Notice of Claim. Promptly after receipt by As used herein, an Investor Indemnitee “Indemnified Party” shall refer to a Parent Indemnified Party or a Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company IndemniteeParty, as applicable, shall, if ; the party or parties hereto against whom an Indemnified Party is entitled to assert a claim for an indemnification hereunder shall be referred to herein as the “Indemnifying Party”. If any Indemnified Liability Party wishes to assert a Claim, it shall deliver a notice of claim (any such notice, together with any notice of a Third Party Claim, a “Notice of Claim”) to the Indemnifying Party, or with respect to a Company Member, to the Representative. In the case that the Indemnified Party is a Company Indemnified Party, all Claims shall be brought by the Representative (on behalf of the Company Indemnified Parties); in respect thereof the case that the Indemnifying Party is to be made against any indemnifying party a Company Member, the Representative shall act on behalf of the Company Indemnifying Matters on all matters under this Article V10. The Notice of Claim shall set forth: (a) that an Indemnified Party has directly or indirectly incurred, deliver paid or properly accrued or reasonably believes it may have to directly or indirectly incur, pay or accrue, Damages; (b) the indemnifying party a written notice actual or estimated amount of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except such Damages to the extent known or reasonably estimable (which, in the indemnifying case of Damages not yet incurred, paid or accrued, may be the maximum amount reasonably anticipated by Parent to be incurred, paid or accrued or may be the amount of Damages claimed by a third party is prejudiced in a Third Party Claim (which amount may be modified by such failure. The indemnifying party shall have the right Indemnified Party in good faith from time to participate intime); and (c) a brief description, and, in reasonable detail (to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to such Indemnified Party), of the Investor Indemnitee facts, circumstances or Company Indemnitee which relates events giving rise to the alleged Damages based on such action Indemnified Party’s belief thereof and the basis for indemnification. All Claims properly set forth in a Notice of Claim shall remain outstanding until such Claims for Damages have been finally resolved or claimsatisfied. The indemnifying party failure to give such Notice of Claim shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as not affect any Indemnified Party’s ability to seek indemnification hereunder unless, and only to the status of extent that, such failure has materially prejudiced the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent Indemnifying Party’s ability to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of defend successfully a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueClaim.

Notice of Claim. Promptly after receipt by an Investor Indemnitee The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail of any claim, demand, action or Company Indemnitee of notice proceeding for which indemnification will be sought under this Section 12; provided, however, that until the earlier of the commencement first anniversary of the Closing and the disbursement of the Escrow Fund by the Buyer, the parties hereto shall pursue any such claims exclusively among Buyer and the Stockholders in accordance with the terms of Section 2.02(b), which Escrow Fund, to the extent of any amount paid to Buyer pursuant to Section 12.01, shall be applied toward the maximum indemnity obligation of the Stockholders for Losses under Section 12.01. If such claim, demand, action or proceeding is a third party claim, demand, action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilitya "Third Party Claim"), such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the extent the indemnifying party is prejudiced by such failureindemnified party. The indemnifying indemnified party shall have the right to participate inparticipate, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain at its own counsel expense, with the actual and reasonable third party fees and expenses of not more than one counsel for respect to any such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceedingThird Party Claim. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in In connection with any negotiation or defense of any such action or claim by Third Party Claim, the indemnifying party parties shall cooperate with each other and shall furnish provide each other with access to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect theretorelevant books and records in their possession. No indemnifying party such Third Party Claim shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, settled without the prior written consent of the Investor Indemnitee indemnified party. If a firm written agreement is made by, or Company Indemnitee, with the approval of the indemnifying party to settle any such Third Party Claim and the indemnified party unreasonably refuses to consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereundersettlement, then: (a) the indemnifying party shall be subrogated to excused from, and the indemnified party shall be solely responsible for, all rights further defense of such Third Party Claim; (b) the maximum liability of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations indemnifying party relating to the matter for which indemnification has been made. The indemnification required by this Article V such Third Party Claim shall be made by periodic payments the amount of the proposed settlement if the amount thereof during thereafter recovered from the course indemnified party on such Third Party Claim is greater than the amount of the investigation or defense, as proposed settlement; and when bills are received (c) the indemnified party shall pay all attorneys' fees and payment therefor is duelegal costs and expenses incurred after rejection of such settlement by the indemnified party.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee under this Article V of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, Indemnitee shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, V deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except unless and to the extent the indemnifying party is prejudiced did not otherwise learn of such action and such failure result in the forfeiture by such failure. the indemnifying party of substantial rights and defenses and will not, in any event, relieve the indemnifying party from any obligations provided in this Article V. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duereceived.

Notice of Claim. Should any Indemnified Party suffer any loss, damage or expense for which the Indemnifying Party is obligated to indemnify and hold such Indemnified Party harmless pursuant to Article VIII of this Agreement, the following shall apply: Promptly upon receipt by the Indemnified Party of notice of any demand, assertion, Claim, action or proceeding, judicial or otherwise, with respect to any matter as to which the Indemnifying Party is obligated to indemnify the Indemnified Party under the provisions of this Agreement, the Indemnified Party shall give prompt notice thereof to the Indemnifying Party, together with a statement of such information respecting such matter as the Indemnified Party shall then have and a statement advising that the Indemnifying Party must notify it within 10 days whether the Indemnifying Party will undertake the defense of such matter. Promptly after receipt by an Investor Indemnitee or Company Indemnitee Indemnified Party of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilityaction, such Investor Indemnitee or Company Indemnitee, as applicable, shallIndemnified Party will, if a claim for an Indemnified Liability Claim in respect thereof is to be made by the Indemnified Party against any indemnifying party under this Article Vthe Indemnifying Party, deliver to notify the indemnifying party a written notice Indemnifying Party in writing of the commencement thereof; but the failure so to so notify the indemnifying party Indemnifying Party (i) will not relieve it of the Indemnifying Party from liability under this Article V Section except to the extent that such failure results in prejudice or other damage to the indemnifying party is prejudiced Indemnifying Party, and (ii) will not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided above. Notice of the intention of the Indemnifying Party to contest any such Claim, and the identity of counsel that the Indemnifying Party intends to employ to contest any such Claim, shall be given by the Indemnifying Party to the Indemnified Party within 10 days from the date of receipt by the Indemnifying Party of notice by the Indemnified Party of the assertion of any such failureClaim. The indemnifying party Indemnified Party shall have the right to approve the counsel named in the Notice provided pursuant to the preceding sentence, provided that such approval shall not be unreasonably withheld. The Indemnified Party shall have the right to participate in, and, in such proceedings and to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control be represented by attorneys of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may beits own choosing; provided, however, that such representation shall be at the Indemnified Party’s own expense if the Indemnifying Party selects different counsel of its own choosing. Notwithstanding the Indemnifying Party’s election to appoint counsel to represent the Indemnified Party in an Investor Indemnitee or Company Indemnitee action, the Indemnified Party shall have the right to retain its own employ separate counsel with and the actual and Indemnifying Party shall bear the reasonable third party fees fees, costs and expenses of not more than one such separate counsel for such Investor Indemnitee or Company Indemnitee to be paid if (i) the use of counsel chosen by the indemnifying party, if, in Indemnifying Party to represent the reasonable opinion of counsel retained by the indemnifying party, the representation by Indemnified Party would present such counsel with a conflict of interest, or (ii) the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee defendants in, or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of targets of, any such action include both the Indemnified Party and the Indemnifying Party, the Indemnifying Party has chosen the same counsel to represent the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are different from or claim by the indemnifying party and shall furnish additional to the indemnifying party all information reasonably those available to the Investor Indemnitee or Company Indemnitee which relates Indemnifying Party. If the Indemnifying Party does not elect to such action or claim. The indemnifying party contest any Claim, the Indemnifying Party shall keep be bound by the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations results obtained with respect thereto. No indemnifying party shall be liable for thereto by the Indemnified Party, including any settlement of such Claim. If the Indemnifying Party elects to contest any actionClaim, claim or proceeding effected without its prior written consentthe Indemnified Party shall be bound by the results obtained with respect thereto by the Indemnifying Party, providedincluding any settlement of such Claim. Notwithstanding any language to the contrary herein, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shallan Indemnifying Party will not, without the prior written consent of the Investor Indemnitee Indemnified Party, settle or Company Indemnitee, compromise or consent to the entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third partiesany pending or threatened Claim, firms action, suit or corporations relating to the matter for proceeding in respect of which indemnification has been made. The indemnification required by this Article V shall may be made by periodic payments sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Claim or action) unless such settlement, compromise or consent includes an unconditional release of the amount thereof during the course each Indemnified Party from all Liability arising out of the investigation such Claim, action, suit or defense, as and when bills are received and payment therefor is dueproceeding.

Notice of Claim. Promptly after receipt by an Investor A Vivint Solar Indemnitee or Company Vivint Indemnitee (each, an “Indemnified Party”) shall, promptly after the receipt of notice of the commencement of any legal action or proceeding of any claims against such Indemnified Party in respect of which indemnification may be sought pursuant to the provisions of this Article 11, notify Vivint or Vivint Solar, as the case may be (including any governmental action or proceedingeach, an “Indemnifying Party”) involving in writing thereof, provided that the failure of an Indemnified LiabilityParty promptly to provide any such notice shall only reduce the liability of the Indemnifying Party by the amount of any damages attributable to the failure of the Indemnified Party to give such notice in such manner. In case any such claim or legal action shall be made or brought against an Indemnified Party and such Indemnified Party shall notify the Indemnifying Party thereof, such Investor Indemnitee the Indemnifying Party may, or Company Indemnitee, as applicable, if so requested by the Indemnified Party shall, if a claim for an assume the defense thereof and after notice from the Indemnifying Party to the Indemnified Liability in respect Party of its election to assume the defense thereof is with legal counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party will not be made against any indemnifying party liable to the Indemnified Party under this Article V11 for any legal fees and expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of any such claim or legal action, deliver then the Indemnifying Party shall remain liable to such Indemnified Party for any legal fees and expenses incurred by such Indemnified Party in connection with the defense thereof. No Indemnified Party shall settle any indemnified claim over which the Indemnifying Party has not been afforded the opportunity to assume the defense. The Indemnifying Party shall control the settlement of all claims over which it has assumed the defense; provided, that the Indemnifying Party shall not conclude any settlement which requires any action or forbearance from action by an Indemnified Party, or any payment by an Indemnified Party, without the prior approval of the Indemnified Party. The Indemnified Party shall provide reasonable assistance to the indemnifying party a written notice of Indemnifying Party as reasonably requested by the commencement thereof; but Indemnifying Party, at the failure to so notify Indemnifying Party’s sole cost and expense, in connection with such legal action or claim. For claims over which the indemnifying party will not relieve it of liability under this Article V except to Indemnifying Party has assumed the extent defense, the indemnifying party is prejudiced by such failure. The indemnifying party Indemnified Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control in and be represented by counsel of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual choice and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without at its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueown expense.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of Whenever any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim shall arise for an Indemnified Liability in respect thereof is to be made against any indemnifying party indemnification under this Article VVIII, deliver to the indemnifying indemnified party a written notice of the commencement thereof; but the failure to so shall promptly notify the indemnifying party will not relieve it of liability under this Article V except to the extent claim and, when known, the indemnifying party is prejudiced by facts constituting the basis for such failureclaim, and shall cooperate fully in the defense, settlement or compromise of such claim. The indemnifying party shall have the sole right to participate inselect counsel for the defense of such claim, andwhich selection shall not be subject to arbitration hereunder, and to control the extent defense, settlement or compromise of such claim, as long as, with respect to a settlement or compromise, such settlement or compromise involves only the indemnifying payment of money for which the indemnified party so desires, jointly with any other indemnifying party similarly noticed, to assume control is fully indemnified and includes a full unconditional release of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying indemnified party and the Investor Indemnitee or Company Indemnitee, as the case may befrom all related liability; provided, however, provided that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by to the indemnified party, there is a conflict or potential conflict of interest between the indemnifying party, on the representation by one hand, and the indemnified party, on the other hand, the indemnified party shall be entitled to direct the defense thereof, but only with respect to such counsel matters so in conflict, and any settlement or compromise of such matters shall be subject to the Investor Indemnitee or Company Indemnitee and prior written consent of the indemnifying party would (which shall not be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, unreasonably withheld); provided that the indemnifying party shall not unreasonably withholdbe obligated pursuant to this Article VIII to pay the fees and expenses of more than one counsel in any single action in any single jurisdiction for all indemnified parties, delay except to the extent two or condition more of such indemnified parties have conflicting interests in the outcome of any such action. The indemnified party shall have the right to participate in (but not control) the defense of any such claim, with its consentcounsel and at its own expense. No In the event of any such claim for indemnification hereunder resulting from or in connection with any action by a third party, the notice shall specify, if known, the amount or an estimate, if reasonably possible, of the amount that could reasonably be expected to arise therefrom. The indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shallshall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without the prior written consent of the Investor Indemnitee each indemnified party, settle or Company Indemnitee, compromise or consent to the entry of any judgment in any pending or enter into threatened demand, claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any settlement such indemnified party is a party to such demand, claim, action or other cause of action, suit or proceeding), unless such settlement, compromise which does not include as or consent includes an unconditional term thereof the giving by the claimant or plaintiff to release of all such Investor Indemnitee or Company Indemnitee of a release indemnified parties from all liability in respect to arising out of such claim claim, action, suit or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueproceeding.

Notice of Claim. Promptly If any Person not a party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in a Claim for any Person indemnified under Section 8.1 or Section 8.2, then, in any such event, within ten (10) Business Days after receipt Notice by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding indemnified party (including any governmental action or proceedingthe “Indemnity Claim Notice”) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice Party of the commencement thereof; but the failure to so notify such demand, claim or lawsuit, the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Party shall have the right to participate inoption, andat its sole cost and expense, to retain counsel for the extent the indemnifying indemnified party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with (which counsel mutually shall be selected by or be reasonably satisfactory to the indemnifying indemnified party), to defend any such demand, claim or lawsuit. Thereafter, the indemnified party and the Investor Indemnitee or Company Indemnitee, as the case may beshall be permitted to participate in such defense at its own expense; provided, however, that an Investor Indemnitee or Company Indemnitee shall have that, if the right named parties to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for any such Investor Indemnitee or Company Indemnitee to be paid by proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified party, if, in the reasonable opinion of counsel retained by or if the indemnifying party, Party proposes that the representation by such same counsel of represent both the Investor Indemnitee or Company Indemnitee indemnified party and the indemnifying party Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee them, then the indemnified party shall have the right to retain its own counsel at the cost and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with expense of the indemnifying Party. If the indemnifying Party shall fail to respond within ten (10) Business Days after receipt of the Indemnity Claim Notice, the indemnified party in connection with any negotiation or may retain counsel and conduct the defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any actiondemand, claim or proceeding effected without lawsuit, as it may in its prior written consentsole discretion deem proper, provided, however, that at the sole cost and expense of the indemnifying party Party. The failure to give any Indemnity Claim Notice within the time period required therefor shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, relieve the indemnifying party shall be subrogated to all rights Party of the Investor Indemnitee or Company Indemnitee with respect to all third partiesits obligations under this Agreement unless, firms or corporations relating and only to the matter extent that, such failure caused the Claim for which indemnification has the indemnifying Party is obligated to be greater than they would otherwise have been made. The indemnification had the indemnified party given the Indemnity Claim Notice within the required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duetime period.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of An indemnified party shall give written notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party of any claim with respect to which it seeks indemnification within ten (10) days after the discovery by such parties of any matters giving arise to a written notice of the commencement thereof; but claim for indemnification pursuant to this Section 7, provided that the failure of any indemnified party to so notify give notice as provided herein shall not relieve the indemnifying party will not relieve it of liability its obligations under this Article V Section 7, except to the extent that the indemnifying party is actually prejudiced by such failurefailure to give notice. The In case any such action or claim is brought against any indemnified party, the indemnifying party shall have the right be entitled to participate in, in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, unless in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel good faith judgment of the Investor Indemnitee or Company Indemnitee indemnified party a conflict of interest between such indemnified party and the indemnifying party would be inappropriate due may exist in respect of such action or claim, to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee assume that defense thereof, with counsel satisfactory to the indemnified party and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with after notice from the indemnifying party to the indemnified party of its election so to assume the defense thereof, 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 other than reasonable costs of investigation. In any negotiation or event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such action or claim by the indemnified party's costs and expenses arising out of the defense, settlement or compromise of any such action or claim shall be Losses subject to indemnification hereunder. If the indemnifying party and shall furnish elects to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall not be liable for any settlement of any action, action or claim or proceeding effected without its written consent. Anything in this Section 7 to the contrary notwithstanding, the indemnifying party shall not, without the indemnified party's prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay settle or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee compromise any claim or Company Indemnitee, consent to entry of any judgment in respect thereof that imposes any future obligation on the indemnified party or enter into any settlement or other compromise which that does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such Investor Indemnitee or Company Indemnitee of the indemnified party, a release from all liability in respect to of such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueclaim.

Notice of Claim. Promptly after receipt by an Investor Indemnitee The Xxxxxxxx or the Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee"CLAIMANT"), as the case may be, shall give prompt written notice ("NOTICE OF CLAIM") to Company or Xxxxxxxx as appropriate ("INDEMNIFYING PARTY") of any claim (actual or threatened) or other event which in the judgment of Claimant might result or has resulted in a Loss by Claimant hereunder, and Indemnifying Party shall assume the defense of such claim or any litigation resulting therefrom; providedPROVIDED THAT counsel for Indemnifying Party, howeverwho shall conduct the defense of such claim (actual, threatened or asserted) or litigation, shall be reasonably satisfactory to the Claimant, and Claimant may participate in such defense at its expense, and PROVIDED, FURTHER, that an Investor Indemnitee or Company Indemnitee the omission by Claimant to give a Notice of Claim as provided herein shall have not relieve Indemnifying Party of its obligations hereunder except to the right extent that (i) the omission results in a failure of actual notice to retain its own counsel with Indemnifying Party and (ii) Indemnifying Party is damaged solely as a result of the actual and reasonable third party fees and expenses failure to give a Notice of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifClaim. No Indemnifying Party, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consentlitigation, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without except with the prior written consent of the Investor Indemnitee or Company Indemniteeeach Claimant, consent to the entry of any judgment or decree or enter into any settlement or other compromise which does not not, in each case, include as an unconditional term thereof the giving by the claimant Claimant or plaintiff to such Investor Indemnitee or Company Indemnitee Claimant of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party and no Indemnifying Party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee have liability with respect to all third partiesany payment made by a Claimant in connection with the settlement, firms satisfaction or corporations relating compromise of any claim unless the Indemnifying Party shall have approved thereof in advance in writing. If the Claimant shall not have received notice that the Indemnifying Party shall assume the defense of such claim within twenty (20) days after the Notice of Claim is given to the matter for which indemnification has been made. The indemnification required by this Article V Indemnifying Party of the existence of such claim, the Claimant shall be made free to proceed with the defense of such claim. Each Notice of Claim shall be accompanied (or followed as promptly as is reasonably practicable after the amount of such Loss becomes determinable) by periodic payments a certificate signed by the President of Claimant, or the Claimant if the Claimant is a natural person, and setting forth in reasonable detail the calculation of the amount of such Loss in accordance with the provisions hereof, and accompanied by copies of all relevant documents and records. No Loss shall be considered to have occurred with respect to any payment made by any Claimant in settlement, satisfaction or compromise of any claim unless the Indemnifying Party shall have approved thereof during the course of the investigation or defense, as in advance and when bills are received and payment therefor is duein writing.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding The Purchasers (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee"CLAIMANT"), as the case may be, shall give prompt written notice ("NOTICE OF CLAIM") to Company ("INDEMNIFYING PARTY") of any claim (actual or threatened) or other event which in the judgment of Claimant might result or has resulted in a Loss by Claimant hereunder, and Indemnifying Party shall assume the defense of such claim or any litigation resulting therefrom; providedPROVIDED THAT counsel for Indemnifying Party, howeverwho shall conduct the defense of such claim (actual, threatened or asserted) or litigation, shall be reasonably satisfactory to the Claimant, and Claimant may participate in such defense at its expense, and PROVIDED, FURTHER, that an Investor Indemnitee or Company Indemnitee the omission by Claimant to give a Notice of Claim as provided herein shall have not relieve Indemnifying Party of its obligations hereunder except to the right extent that (i) the omission results in a failure of actual notice to retain its own counsel with Indemnifying Party and (ii) Indemnifying Party is damaged as a result of the actual and reasonable third party fees and expenses failure to give a Notice of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifClaim. No Indemnifying Party, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consentlitigation, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without except with the prior written consent of the Investor Indemnitee or Company Indemniteeeach Claimant, consent to the entry of any judgment or decree or enter into any settlement or other compromise which does not not, in each case, include as an unconditional term thereof the giving by the claimant Claimant or plaintiff to such Investor Indemnitee or Company Indemnitee Claimant of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party and no Indemnifying Party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee have liability with respect to all third partiesany payment made by a Claimant in connection with the settlement, firms satisfaction or corporations relating compromise of any claim unless the Indemnifying Party shall have approved thereof in advance in writing. If the Claimant shall not have received notice that the Indemnifying Party shall assume the defense of such claim within twenty (20) days after the Notice of Claim is given to the matter for which indemnification has been made. The indemnification required by this Article V Indemnifying Party of the existence of such claim, the Claimant shall be made free to proceed with the defense of such claim. Each Notice of Claim shall be accompanied (or followed as promptly as is reasonably practicable after the amount of such Loss becomes determinable) by periodic payments a certificate signed by the President of Claimant, or the Claimant if the Claimant is a natural person, and setting forth in reasonable detail the calculation of the amount of such Loss in accordance with the provisions hereof, and accompanied by copies of all relevant documents and records. No Loss shall be considered to have occurred with respect to any payment made by any Claimant in settlement, satisfaction or compromise of any claim unless the Indemnifying Party shall have approved thereof during the course of the investigation or defense, as in advance and when bills are received and payment therefor is duein writing.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, as applicable, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after Contractor and Citizens each agree that promptly upon its discovery of any event, occurrence, fact, circumstance or other matter which, in its reasonable judgment, gives rise to a claim for indemnity under the provisions of this Agreement, including receipt by an Investor Indemnitee or Company Indemnitee it of notice of the commencement of any action or proceeding (including any governmental demand, assertion, claim, action or proceeding) involving an Indemnified Liability, judicial or otherwise, by any third party, with respect to any matter as to which it is entitled to indemnity under the provisions of this Agreement (any such Investor Indemnitee event, occurrence, fact, circumstance, matter or Company Indemniteethird party action being collectively referred to herein as a "Claim"), as applicable, shall, if a claim for an Indemnified Liability it will give prompt notice thereof in respect thereof is to be made against any indemnifying party under this Article V, deliver writing to the indemnifying party together with a written notice statement of the commencement thereof; but the failure such information respecting such Claim as it shall then have and that such Claim is one as to which such party is entitled to indemnification under this Agreement. The omission of any indemnified party so to notify an indemnifying party of any such Claim shall not relieve the indemnifying party will not relieve from any liability in respect of such Claim which it may have otherwise had to such indemnified party on account of liability under this Article V any Losses which are the subject of such Claim except and only to the extent that the indemnifying party is prejudiced by such failure. The thereby, and in no event shall the indemnifying party be relieved of any other liability which it may have to such indemnified party pursuant to this Agreement. Upon receiving such notice, the indemnifying party, at its election, shall have the right to participate inof defense against such Claim, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control by counsel of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by choosing, at the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding’s expense. The Investor Indemnitee or Company Indemnitee indemnified party shall cooperate fully in all respects with the indemnifying party in connection with any negotiation or defense of any such action or claim defense, including, without limitation, by the indemnifying party and shall furnish making available to the indemnifying party all pertinent information reasonably available under the control of the indemnified party (including consultation with, and testimony, advice and assistance of directors, officers, employees and agents of the indemnified party having knowledge of the matters in dispute). If the indemnifying party does not notify the indemnified party, within ten (10) days of the indemnified party’s notice to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, howevera Claim, that the indemnifying party shall not unreasonably withholdwill defend the same, delay or condition its consent. No should the indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent fail to entry of file any judgment or enter into any settlement answer or other compromise which does not include pleading at least five (5) days before the same is due, the indemnified party may defend or settle such Claim in such manner as an unconditional term thereof the giving by indemnified party deems appropriate, in its sole discretion. If the claimant or plaintiff indemnifying party so notifies the indemnified party concurrently with the indemnifying party’s notice of election to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunderdefend, the indemnifying party shall be subrogated may defend, but not settle, a Claim without waiving its rights to all rights assert that such Claim is not subject to the indemnity agreements in this Article 10. If the indemnifying party elects to defend a Claim, the indemnified party may, at the indemnified party’s expense, participate in such matter with counsel of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueindemnified party’s choosing.

Notice of Claim. Promptly after receipt by an Investor If any Purchaser Indemnitee or Company any Seller Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shallthe “Indemnitee”) has incurred or sustained, if or would reasonably be expected to sustain, Damages, for which it is or may be entitled to be held harmless, indemnified, compensated or reimbursed under this Section 10 (including in the case of a claim for an Indemnified Liability in respect thereof is to be made against based on fraud, or any indemnifying party under this Article VThird Party Claim), such Indemnitee may deliver to the indemnifying party a written notice of claim (a “Notice of Claim”) to Seller or Purchaser (as applicable, the commencement thereof“Indemnitor”). Each Notice of Claim shall: (i) contain a reasonably detailed description of the facts and circumstances relating to such Indemnitee’s claim for indemnification hereunder; but (ii) if reasonably practicable, contain a good faith estimate of the total dollar amount of Damages which the Indemnitee has incurred or sustained, and/or would reasonably be expected to incur or sustain, based on documented evidence, and may be entitled to indemnification under this Section 10; and (iii) shall be delivered to the Indemnitor by the Indemnitee (A) in the case of a claim other than a Third Party Claim, as soon as reasonably practicable upon the Indemnitee incurring or sustaining such Damages, or at such time as Indemnitee would reasonably be expected to incur or sustain, Damages, (B) in the case of a Third Party Claim, as soon as reasonably practicable upon receipt of notice of such claim by the Indemnitee, or the Indemnitee otherwise becoming aware of such Third Party Claim and (C) together with copies of all written evidence thereof available to the Indemnitee, including, in the case of any Third Party Claim, a copy of any written complaint, claim, pleading or other allegation, or a reasonably detailed summary of any oral claim or allegation, by any third party in connection with such Third Party Claim. The Indemnitee’s failure to so notify the indemnifying party will deliver a Notice of Claim in accordance with this Section 10.5 shall not relieve it the Indemnitor of liability its indemnification obligations under this Article V Section 10, except to the extent that the indemnifying party Indemnitor is actually prejudiced by reason of such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Should any Party (the "Indemnified Party") suffer any loss, damage or expense for which the other Party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to Section 11 or 12 of this Agreement, the following shall apply: Promptly after upon receipt by an Investor Indemnitee or Company Indemnitee the Indemnified Party of notice of the commencement of any action or proceeding (including any governmental demand, assertion, claim, action or proceeding) involving an , judicial or otherwise, with respect to any matter as to which the Indemnifying Party is obligated to indemnify the Indemnified LiabilityParty under the provisions of this Agreement, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an the Indemnified Liability in respect Party shall give prompt notice thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party Indemnifying Party, together with a written notice statement of such information respecting such matter as the Indemnified Party shall then have and a statement advising that the Indemnifying Party must notify it within 10 days whether the Indemnifying Party will undertake the defense of such matter. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any matter hereunder if the Indemnified Party has failed to use its best efforts to notify the Indemnifying Party thereof in accordance with the provisions of the commencement thereof; but Agreement in sufficient time to permit the failure Indemnifying Party and its counsel to so notify defend against such matter and to make a timely response thereto, including without limitation, the indemnifying party will not relieve it preparation and assertion of liability under this Article V except an answer or other responsive motion to a complaint, petition, notice or other legal, equitable or administrative process relating to any such claim. Notice of the intention of the Indemnifying Party to contest any such claim, and the identity of counsel that the Indemnifying Party intends to employ to contest any such claim, shall be given by the Indemnifying Party to the extent Indemnified Party within 10 days from the indemnifying party is prejudiced date of receipt by the Indemnifying Party of notice by the Indemnified Party of the assertion of any such failureclaim. The indemnifying party Indemnified Party shall have the right to approve the counsel named in the Notice provided pursuant to the preceding sentence, provided that such approval shall not be unreasonably withheld. The Indemnified Party shall have the right to participate in, and, in such proceedings and to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control be represented by attorneys of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may beits own choosing; provided, however, that an Investor Indemnitee or Company Indemnitee such representation shall have be at the right to retain Indemnified Party's own expense if the Indemnifying Party selects different counsel of its own counsel with choosing. If the actual and reasonable third party fees and expenses of Indemnifying Party does not more than one counsel for elect to contest any such Investor Indemnitee or Company Indemnitee to claim, the Indemnifying Party shall be paid bound by the indemnifying party, if, in the reasonable opinion of counsel retained results obtained with respect thereto by the indemnifying partyIndemnified Party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for including any settlement of such claim. If the Indemnifying Party elects to contest any actionclaim, claim or proceeding effected without its prior written consentthe Indemnified Party shall be bound by the results obtained with respect thereto by the Indemnifying Party, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into including any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to of such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueclaim.

Notice of Claim. Promptly after receipt by If either Party believes it has incurred or may incur Losses for which a claim for indemnification may be asserted against the other Party under this Article XI, or if any action or proceeding is brought against any Party entitled to indemnification from the other Party pursuant to this Article XI (in either case, an Investor Indemnitee “Indemnifiable Claim”), then the Party seeking indemnification (the “Claimant”) shall notify promptly, if the Claimant is making a claim pursuant to Section 11.1(a), Seller, or Company Indemnitee if the Claimant is making a claim pursuant to Section 11.1(b), Buyer (such notified Party, the “Indemnifying Party”) in writing of notice such Losses the Claimant believes it has incurred or may incur, or of the commencement of any such action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemniteeagainst it, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; applicable (but the failure so to so notify the indemnifying party will shall not relieve it of liability under this Article V the Indemnifying Party from any Liability the Indemnifying Party may have except to the extent such failure actually prejudices the indemnifying party is prejudiced by Indemnifying Party). Such notice shall specify the circumstances of such failure. The indemnifying party shall have the right to participate inasserted Indemnifiable Claim in reasonable detail, andincluding, to the extent practicable, the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control specific dollar amount of Losses sought in respect of such Indemnifiable Claim. The obligations and Liabilities of the Parties under this Article XI with respect to Losses arising from any third-party claims shall be governed by and contingent upon the following additional terms and conditions. Unless otherwise agreed to by the Claimant, the Indemnifying Party shall assume and direct the defense thereof of such action or proceeding, including the employment of counsel, and all fees, costs and expenses incurred in connection with counsel mutually reasonably satisfactory to defending or settling the indemnifying party and Indemnifiable Claim shall be borne solely by the Investor Indemnitee or Company Indemnitee, as the case may beIndemnifying Party; provided, however, that an Investor Indemnitee or Company Indemnitee such counsel shall have be satisfactory to the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, Claimant in the exercise of its reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee judgment and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party Indemnifying Party shall not unreasonably withhold, delay compromise or condition its consent. No indemnifying party shall, settle any claim without the prior written consent of the Investor Indemnitee Claimant, which consent shall not be unreasonably withheld, conditioned or Company Indemniteedelayed. The Indemnifying Party’s assumption of the defense of such action or proceeding shall conclusively establish Claimant’s right to indemnification hereunder in respect of the claim. If the Indemnifying Party shall undertake to compromise or defend any such asserted Liability, consent they shall promptly notify the Claimant of their intention to entry of do so, and the Claimant agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any judgment or enter into any settlement or other compromise which does not include as such asserted Liability. Notwithstanding an unconditional term thereof the giving election by the claimant Indemnifying Party to assume the defense of such action or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunderproceeding, the indemnifying party Claimant shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses at least quarterly), if: (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any such action or proceeding include both a Claimant and an Indemnifying Party, and the Claimant shall have reasonably concluded that there may be subrogated legal defenses available to all rights it or to other Claimants which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.Claimant); or

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee indemnified party under this Article V of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilityaction, such Investor Indemnitee or Company Indemnitee, as applicable, shallindemnified party will, if a claim for an Indemnified Liability in respect thereof is to be made against any the indemnifying party under this Article V, deliver to notify the indemnifying party a written notice in writing of the commencement thereof; but the failure so to so notify the indemnifying party (i) will not relieve it of from liability under this Article V except Section 5.01 or Section 5.02 above unless and to the extent the indemnifying party is prejudiced did not otherwise learn of such action and such failure results in the forfeiture by such failure. The the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in Section 5.01 or Section 5.02 above. In the case of parties indemnified pursuant to Section 5.01 above, counsel to the indemnified parties shall have be selected by the right to participate inCompany, and, in the case of parties indemnified pursuant to Section 5.02 above, counsel to the extent indemnified parties shall be selected by the Investor. An indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of may participate at its own expense in the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may beof any such action; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right counsel to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or condition its consentseparate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No An indemnifying party shallwill not, without the prior written consent of the Investor Indemnitee indemnified parties, settle or Company Indemnitee, compromise or consent to the entry of any judgment with respect to any pending or enter into any settlement threatened claim, action, suit or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability proceeding in respect of which indemnification or contribution may be sought under this Agreement (whether or not the indemnified parties are actual or potential parties to such claim or litigation. Following indemnification action) unless (i) such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) such settlement, compromise or consent does not include a statement as provided for hereunderto or an admission of fault, the indemnifying party shall be subrogated culpability or a failure to all rights act by or on behalf of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueany indemnified party.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee indemnified party under this Article V of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilityaction, such Investor Indemnitee or Company Indemnitee, as applicable, shallindemnified party will, if a claim for an Indemnified Liability in respect thereof is to be made against any the indemnifying party under this Article V, deliver to notify the indemnifying party a written notice in writing of the commencement thereof; but the failure so to so notify the indemnifying party will not relieve it of from liability under this Article V except Section 5.01 or Section 5.02 above unless and to the extent the indemnifying party is prejudiced did not otherwise learn of such action and such failure results in the forfeiture by such failure. The the indemnifying party of substantial rights and defenses or otherwise results in a material impairment of the indemnifying party’s ability to defend. In the case of parties indemnified pursuant to Section 5.01 above, counsel to the indemnified parties shall have be selected by the right to participate inCompany, and, in the case of parties indemnified pursuant to Section 5.02 above, counsel to the extent indemnified parities shall be selected by the indemnifying Investor. An indemnified party so desires, jointly with any other indemnifying party similarly noticed, to assume control of may participate at its own expense in the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may beof any such action; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right counsel to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold(except with the consent of the indemnified party) also be counsel to the indemnified party if the indemnified party shall have concluded, delay based upon the written opinion of counsel, that a conflict may exist in the representation of both the indemnifying and indemnified parties. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) for all indemnified parties in connection with any one action or condition its consentseparate but similar or related actions arising out of the same general allegations or circumstances. No An indemnifying party shallwill not, without the prior written consent of the Investor Indemnitee indemnified parties, settle or Company Indemnitee, compromise or consent to the entry of any judgment with respect to any pending or enter into any settlement threatened claim, action, suit or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability proceeding in respect of which indemnification or contribution may be sought under this Agreement (whether or not the indemnified parties are actual or potential parties to such claim or litigation. Following indemnification action) unless (i) such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) such settlement, compromise or consent does not include a statement as provided for hereunderto or an admission of fault, the indemnifying party shall be subrogated culpability or a failure to all rights act by or on behalf of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueany indemnified party.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of Any party who has a claim which would give rise to liability pursuant to this Article 8 shall give to all other parties and the escrow agent under the Escrow Agreement prompt notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilitysuch claim, together with a reasonable description thereof; provided, that Radyne and AeroAstro shall provide such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver notice only to the indemnifying Shareholders’ Representative and the Escrow Agent under the Escrow Agreement. With respect to any claim by a third party a written notice of which is covered by the commencement thereof; but indemnifications contained hereunder, the failure party obligated to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party indemnify shall have the right to participate in, and, to assume the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume entire control of the defense defense, compromise or settlement thereof (including the selection of counsel), subject to the right of the indemnified party to participate (with counsel mutually reasonably satisfactory to of its choice, but the indemnifying party fees and expenses of such additional counsel shall be at the Investor Indemnitee or Company Indemnitee, as expense of the case may beindemnified party); provided, however, that such indemnifying party shall secure the consent of the indemnified party to any settlement, which consent shall not be unreasonably withheld, unless the amount of the settlement (together with other settlements) is below the Indemnity Basket. If an Investor Indemnitee or Company Indemnitee indemnified party defends any claim hereunder, such party shall have use reasonable efforts in such defense to mitigate Losses arising thereunder, and shall not settle any claim without the right to retain its own counsel with the actual and reasonable third party fees and expenses consent of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifwhich shall not be unreasonably withheld; provided, that any consent by the Shareholders’ Representative shall constitute adequate consent on behalf of the AeroAstro Shareholders under this Section 8.4. Notwithstanding the foregoing, (a) if a claim seeks relief other than the payment of monetary damages; (b) if the subject matter of a claim relates to the ongoing business of the indemnified party (including without limitation, any relationship with continuing suppliers, customers or other persons or entities with whom the indemnified party does business), which claim, if decided against the indemnified party, could materially adversely affect the ongoing business or reputation of the indemnified party or its relationship to such other party; or (c) the indemnified party may not be fully indemnified with respect to such claim, then, in each such case, the reasonable opinion indemnified party alone shall be entitled to contest and defend such claim in the first instance, but not settle such claim without the consent of counsel retained by the indemnifying party, which consent will not be unreasonably withheld and, if the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying indemnified party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant contest, defend or plaintiff to settle such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunderclaim, the indemnifying party shall be subrogated then have the right to all rights contest and defend such claim, but not settle such claim without the consent of the Investor Indemnitee or Company Indemnitee with respect to all third partiesindemnified party, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall consent will not be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueunreasonably withheld.

Notice of Claim. Promptly after receipt by (a) A Person that may be entitled to indemnification pursuant to Section 9.1 (a “Claimant”) in respect of a claim under Section 9.1 (an Investor Indemnitee “Indemnifiable Claim”), shall notify promptly the party or Company Indemnitee of notice parties against whom it makes an Indemnifiable Claim for such indemnification (such notified party or parties, the “Indemnifying Parties”) in writing of the commencement institution of any action or proceeding such claim (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure so to so notify the indemnifying party will shall not relieve it of the Indemnifying Parties from any liability under this Article V the Indemnifying Parties may have except to the extent such failure materially prejudices the indemnifying Indemnifying Party). Upon receipt of a claim for indemnity from a Claimant pursuant to this Section 9.2 in respect of a pending or threatened claim or demand by a third party is prejudiced that the Claimant has determined has given or would reasonably be expected to give a right of indemnification under this Agreement, unless otherwise agreed to by such failure. The indemnifying party the Claimant, the Indemnifying Parties shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of and direct the defense thereof of such action, including the employment of counsel, and all fees, costs and expenses incurred in connection with counsel mutually reasonably satisfactory to defending or settling the indemnifying party and Indemnifiable Claim shall be borne solely by the Investor Indemnitee or Company Indemnitee, as the case may beIndemnifying Parties; provided, however, that an Investor Indemnitee or Company Indemnitee such counsel shall have be satisfactory to the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, Claimant in the exercise of its reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee judgment and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party Indemnifying Parties shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, compromise any claim without the prior written consent of the Investor Indemnitee Claimant, which consent shall not be unreasonably withheld or Company Indemniteedelayed. If the Indemnifying Parties shall undertake to compromise or defend any such asserted liability, consent they shall promptly notify the Claimant of their intention to entry do so, and the Claimant agrees to cooperate reasonably with the Indemnifying Parties and their counsel in the compromise of, or defense against, any such asserted liability. Notwithstanding anything in this Section 9.2(a) to the contrary, the Claimant shall have the right to employ separate counsel and to participate in the defense of any judgment such action or enter into any settlement or other compromise which does not include as an unconditional term thereof proceeding, and the giving Indemnifying Parties shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses at least quarterly), if (a) the use of counsel chosen by the claimant Indemnifying Parties to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or plaintiff targets of, any such action or proceeding include both a Claimant and an Indemnifying Party, and the Claimant shall have reasonably concluded that there may be legal defenses available to it or to other Claimants which are different from or additional to those available to the Indemnifying Parties (in which case the Indemnifying Parties shall not have the right to direct the defense of such Investor Indemnitee action or Company Indemnitee proceeding on behalf of the Claimant); or (c) an Indemnifying Party shall authorize the Claimant to employ separate counsel at the expense of the Indemnifying Parties. All costs and expenses reasonably incurred in connection with a release from all liability in respect to such claim or litigationClaimant’s cooperation shall be borne by the Indemnifying Parties. Following indemnification as provided for hereunderIn any event, the indemnifying party Claimant shall be subrogated have the right, at its own expense, to all rights participate in the defense of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duesuch asserted liability.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of As used herein, the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if term “Claim” means a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced indemnification by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with Purchaser or any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee Purchaser Indemnified Person or Company Indemniteeany Seller Indemnified Person, as the case may be; provided, howeverfor Damages under this Article X (such Person making a Claim, that an Investor Indemnitee or Company “Indemnitee”). An Indemnitee shall have the right to retain give notice of a Claim under this Agreement, whether for its own counsel with Damages or for Damages incurred by any other Purchaser Indemnified Person or Seller Indemnified Person, as applicable, pursuant to written notice of such Claim executed by an officer of Purchaser or Seller, as applicable (a “Notice of Claim”), and delivered to Seller or Purchaser, as applicable (such receiving party, the actual and reasonable “Indemnitor”), promptly after such Indemnitee becomes aware of the existence of any potential claim by such Indemnitee for indemnification under this Article X, but in any event before the applicable Survival Date, arising out of or resulting from: (a) any item indemnified pursuant to the terms of 10.1 or 10.2, or (b) the assertion, whether orally or in writing, against any Indemnitee of a claim, demand, suit, action, arbitration, investigation, inquiry or proceeding brought by a third party fees and expenses against any Indemnitee (in each such case, a “Third-Party Claim”) that if successfully prosecuted, would give rise to a right hereunder on the part of not more than one counsel for such Investor Indemnitee or Company the Indemnitee to be paid indemnified by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations Indemnitor with respect thereto. No indemnifying party So long as such Notice of Claim is given on or prior to the applicable Survival Date, no delay on the part of an Indemnitee in giving the Indemnitor a Notice of Claim shall be liable for any settlement of any action, claim limit or proceeding effected without its prior written consent, provided, however, that reduce the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent ’s right to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for indemnity hereunder, nor relieve the indemnifying party shall be subrogated to all rights Indemnitor from any of the Investor Indemnitee or Company Indemnitee with respect to all third partiesits obligations under this Article X, firms or corporations relating unless (and then only to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of extent that) the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor Indemnitor is dueprejudiced thereby.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third third-party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, ; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, as applicable, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due., subject to receipt by the indemnifying party of an undertaking to repay any amounts that such party is ultimately not entitled to receive as indemnification pursuant to this Agreement. Section 5.04

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of The indemnified party shall promptly notify the commencement indemnifying party in writing in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under this Section 10. If such claim, demand, action or proceeding is a third party claim, demand, action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilitya “Third Party Claim”), such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the extent the indemnifying party is prejudiced by such failureindemnified party. The indemnifying indemnified party shall have the right to participate inparticipate, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain at its own counsel expense, with the actual and reasonable third party fees and expenses of not more than one counsel for respect to any such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceedingThird Party Claim. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in In connection with any negotiation or defense of any such action or claim by Third Party Claim, the indemnifying party parties shall cooperate with each other and shall furnish provide each other with access to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect theretorelevant books and records in their possession. No indemnifying party such Third Party Claim shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, settled without the prior written consent of the Investor Indemnitee indemnified party which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, if the indemnified party determines in good faith that any Third Party Claim, or the conduct of the defense or settlement thereof, could have a substantial adverse effect on the indemnified party’s relationship with any Governmental Authority or important supplier or customer (or in the case of any Third Party Claim involving Taxes, that such Third Party Claim could have a material effect on the Taxes of or with respect to the indemnified party, the Shares, the Business or the assets of the Company Indemniteefor periods not covered by such Third Party Claim), or that the indemnified party may have available to it one or more defenses or counterclaims that are conflicting with one or more of those which may be available to, or asserted by the indemnifying party in respect of such Third Party Claim, the indemnified party shall have the right to take over and assume control of the defense, settlement, negotiations or litigation relating to such claim, and the indemnifying party shall be responsible for the cost of such defense. No such Third Party Claim shall be settled without the prior written consent of the indemnifying party which consent shall not be unreasonably withheld, delayed or conditioned. The party controlling the defense of any Third Party Claim shall not consent to entry of any judgment or enter into any settlement that provides for injunctive or other compromise which monetary relief affecting another party or that does not include as an unconditional a term thereof the giving by each claimant to the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of other parties a complete release from all liability in liabilities with respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by If either Party believes it has incurred or may incur Losses for which a claim for indemnification may be asserted against the other Party under this Article XI, or if any action or proceeding is brought against any Party entitled to indemnification from the other Party pursuant to this Article XI (in either case, an Investor Indemnitee “Indemnifiable Claim”), then the Party seeking indemnification (the “Claimant”) shall notify promptly, if the Claimant is making a claim pursuant to Section 11.1(a), Seller, or Company Indemnitee if the Claimant is making a claim pursuant to Section 11.1(b), Buyer (such notified Party, the “Indemnifying Party”) in writing of notice such Losses the Claimant believes it has incurred or may incur, or of the commencement of any such action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemniteeagainst it, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; applicable (but the failure so to so notify the indemnifying party will shall not relieve it of liability under this Article V the Indemnifying Party from any Liability the Indemnifying Party may have except to the extent such failure actually prejudices the indemnifying party is prejudiced by Indemnifying Party). Such notice shall specify the circumstances of such failure. The indemnifying party shall have the right to participate inasserted Indemnifiable Claim in reasonable detail, andincluding, to the extent practicable, the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control specific dollar amount of Losses sought in respect of such Indemnifiable Claim. The obligations and Liabilities of the Parties under this Article XI with respect to Losses arising from any third-party claims shall be governed by and contingent upon the following additional terms and conditions. Unless otherwise agreed to by the Claimant, the Indemnifying Party shall assume and direct the defense thereof of such action or proceeding, including the employment of counsel, and all fees, costs and expenses incurred in connection with counsel mutually reasonably satisfactory to defending or settling the indemnifying party and Indemnifiable Claim shall be borne solely by the Investor Indemnitee or Company Indemnitee, as the case may beIndemnifying Party; provided, however, that an Investor Indemnitee or Company Indemnitee such counsel shall have be satisfactory to the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, Claimant in the exercise of its reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee judgment and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party Indemnifying Party shall not unreasonably withhold, delay compromise or condition its consent. No indemnifying party shall, settle any claim without the prior written consent of the Investor Indemnitee Claimant, which consent shall not be unreasonably withheld, conditioned or Company Indemniteedelayed. The Indemnifying Party’s assumption of the defense of such action or proceeding shall conclusively establish Xxxxxxxx’s right to indemnification hereunder in respect of the claim. If the Indemnifying Party shall undertake to compromise or defend any such asserted Liability, consent they shall promptly notify the Claimant of their intention to entry of do so, and the Claimant agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any judgment or enter into any settlement or other compromise which does not include as such asserted Liability. Notwithstanding an unconditional term thereof the giving election by the claimant Indemnifying Party to assume the defense of such action or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunderproceeding, the indemnifying party Claimant shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses at least quarterly), if: (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any such action or proceeding include both a Claimant and an Indemnifying Party, and the Claimant shall have reasonably concluded that there may be subrogated legal defenses available to all rights it or to other Claimants which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.Claimant); or

Notice of Claim. Promptly If the claim or demand set forth in the Notice of Claim given by Indemnitee pursuant to Section 11.4 hereof is a claim or demand asserted by a third party, Indemnitor shall have fifteen (15) days after receipt by an Investor the Date of Notice of Claim to notify Indemnitee in writing of its election to defend such third party claim or Company Indemnitee of notice demand on behalf of the commencement Indemnitee. If Indemnitor elects to defend such third party claim or demand, Indemnitee shall make available to Indemnitor and his agents and representatives all records and other materials which are reasonably required in the defense of any action such third party claim or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilitydemand and shall otherwise cooperate with, and assist Indemnitor in the defense of, such Investor third party claim or demand, and so long as Indemnitor is defending such third party claim in good faith, Indemnitee shall not pay, settle or Company Indemniteecompromise such third party claim or demand. If Indemnitor elects to defend such third party claim or demand, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Indemnitee shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof of such third party claim or demand, at Indemnitee's own expense. In the event, however, that Indemnitee reasonably determines that representation by counsel to Indemnitor of both Indemnitor and Indemnitee may present such counsel with a conflict of interest, or where non-monetary relief is being sought against Indemnitee by a third party, then such Indemnitee may employ separate counsel mutually reasonably satisfactory to represent or defend it in any such action or proceeding and Indemnitor will pay the indemnifying party fees and the Investor Indemnitee or Company Indemnitee, as the case may bedisbursements of such counsel; provided, however, that an Investor Indemnitee Indemnitor shall not be required to pay the fees and disbursements of more than one separate law firm for all Indemnitees in any jurisdiction in any single action or Company proceeding. If Indemnitor does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at Indemnitor's expense, to retain its own counsel with the actual and reasonable defend such third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, demand; provided, however, that the indemnifying party (i) Indemnitee shall not unreasonably withholdhave any obligation to participate in the defense of, delay or condition defend, any such third party claim or demand; and (ii) Indemnitee's defense of or its consent. No indemnifying party shall, without participation in the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry defense of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such third party claim or litigation. Following demand shall not in any way diminish or lessen the obligations of Indemnitor under the agreements of indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by set forth in this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueSection 15.

Notice of Claim. Promptly after receipt by an Investor Indemnitee If indemnification pursuant to Section 11.1 is sought, within the Survival Periods specified herein, then the person seeking or Company Indemnitee of claiming indemnification (the “Indemnitee”) shall give written notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice Party of the commencement thereof; but event giving rise to the failure obligation to so notify indemnify, describing in reasonable detail the factual basis for such claim, and if such claim or action is by a third party, allow the indemnifying party will not relieve it Party to assume and diligently conduct the defense of liability under this Article V except the claim or action with counsel reasonably satisfactory to the extent Indemnitee, and cooperate with the indemnifying party is prejudiced by such failureParty in the defense thereof. The indemnifying party shall have Notwithstanding the right to participate inforegoing, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, Party shall not be entitled to assume control of the defense thereof with counsel mutually reasonably satisfactory of any claim or action to the indemnifying party and extent the Investor Indemnitee claim or Company Indemniteeaction, as individually or in the case may be; providedaggregate with any other claim or action, however, involves potential Damages that an Investor Indemnitee or Company exceed the amount of the indemnification available under this Agreement. The Indemnitee shall have the right to retain its own employ separate counsel with to represent the Indemnitee if the Indemnitee is advised by counsel that an actual and reasonable third party fees and expenses conflict of not more than one counsel interest makes it advisable for such Investor Indemnitee or Company the Indemnitee to be represented by separate counsel and the reasonable expenses and fees of such separate counsel shall be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Party. An indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee Party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shallnot, without the prior written consent of the Investor Indemnitee or Company Indemnitee, (i) settle any claim or action or consent to the entry of any judgment or enter into any settlement or other compromise with respect thereto which does not include as an unconditional term thereof written release of the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to of such claim or litigation. Following indemnification as provided for hereunder, action or (ii) settle any claim or action or consent to the indemnifying party shall be subrogated to all rights entry of the Investor Indemnitee or Company Indemnitee any judgment with respect to all third parties, firms or corporations relating to thereto in any manner that may materially and adversely affects the matter for which indemnification has been made. The indemnification required Indemnitee (other than as a result of money damages covered by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueindemnity).

Notice of Claim. Promptly upon receipt of notice of any demand, assertion, claim, action, or proceeding (whether judicial or otherwise), with respect to any matter as to which Nu Skin USA has agreed to indemnify the NSE Indemnitees under the provisions of this Section 7 or the Nu Skin Entities have agreed to indemnify the NSUSA Indemnitees under this Section 7, the party entitled to indemnification will give prompt written notice thereof to the party owing the indemnification, together with the statement of such information respecting such demand, assertion, claim, action, or proceeding as such entitled to indemnification shall then have; provided, however, that neither party shall be relieved of liability hereunder for failure by the other party to promptly give such written notice, unless the party entitled to notice is materially prejudiced by such failure, in which case the party entitled to notice shall not be liable for any indemnification obligation under this Section 7 to the extent so prejudiced. If either party acknowledges any liability under this Section 7, that party shall contest and defend by all appropriate legal or other proceedings any demand, assertion, claim, action, or proceeding with respect to which it has been called upon to indemnify any persons under the provisions of this Section 7; provided, however, that: (i) notice of intention so to contest shall be delivered to the appropriate party within twenty (20) calendar days after the receipt by an Investor Indemnitee or Company Indemnitee the indemnifying party of notice of the commencement assertion of any action or proceeding (including any governmental action such demand, assertion, claim, action, or proceeding; (ii) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it pay all costs and expenses of liability under this Article V except such contest, including, without limitation, all attorneys' and accountants' fees, and the cost of any bond required by applicable law to the extent be posted in connection with such contest; (iii) such contest shall be conducted by reputable attorneys employed by the indemnifying party is prejudiced by such failure. The (with the reasonable approval of the appropriate persons being indemnified at the indemnifying party party's sole cost and expense, but the persons being indemnified shall have the right to participate inin such proceedings and to be represented by attorneys of such person's own choosing, andat its or their own cost and expense; (iv) if after such opportunity, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, does not elect to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by proceeding, the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for bound by the results obtained by the indemnified party, including, without limitation, any out-of-court settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that compromise; and (v) the indemnifying party shall will not unreasonably withhold, delay or condition its consent. No indemnifying party shall, settle any claim without the prior written consent of the Investor Indemnitee or Company Indemniteepersons being indemnified, consent to entry unless the settlement contains a complete and unconditional release of such persons being indemnified, and the settlement does not involve the imposition of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to non-monetary relief on such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duepersons.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of If any action is brought against any person entitled to indemnification pursuant to Section 6.1 or proceeding Section 6.2 (including any governmental action a “Claimant”) in respect of a claim under Section 6.1 or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company IndemniteeSection 6.2, as applicableapplicable (an “Indemnifiable Claim”), shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so Claimant shall promptly notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee Purchaser or Company IndemniteeSeller, as the case may be, in writing of the institution of such action (but the failure so to notify shall not relieve Seller or Purchaser, as the case may be (the “Indemnifying Party”) from any liability the Indemnifying Party may have except to the extent such failure materially prejudices the Indemnifying Party). Unless otherwise agreed to by the Seller or Purchaser, as the case may be, the Indemnifying Party shall assume and direct the defense of such action, including the employment of counsel, and all fees, costs and expenses incurred in connection with defending or settling the Indemnifiable Claim shall be borne solely by the Indemnifying Party; provided, however, that an Investor Indemnitee or Company Indemnitee such counsel shall have be satisfactory to the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, Claimant in the exercise of its reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee judgment and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party Indemnifying Party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, compromise any claim without the prior written consent of the Investor Indemnitee Claimant, which consent shall not be unreasonably withheld. If the Indemnifying Party shall undertake to compromise or Company Indemniteedefend any such asserted liability, consent it shall promptly notify the Claimant of its intention to entry of do so, and the Claimant agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, defense against, any judgment or enter into any settlement or other compromise which does not include as such asserted liability. Notwithstanding an unconditional term thereof the giving election by the claimant Indemnifying Party to assume the defense of such action or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunderproceeding, the indemnifying party Claimant shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses at least quarterly), if (a) the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such action or proceeding include both a Claimant and the Indemnifying Party, and the Claimant shall have reasonably concluded that there may be legal defenses available to it or to other Claimants which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Claimant); or (c) the Indemnifying Party shall authorize the Claimant to employ separate counsel at the expense of the Indemnifying Party. All costs and expenses incurred in connection with a Claimant’s cooperation shall be subrogated borne by the Indemnifying Party. In any event, the Claimant shall have the right at its own expense to all rights participate in the defense of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duesuch asserted liability.

Notice of Claim. Promptly after receipt by an Investor A Buyer Indemnitee or Company Seller Indemnitee (each, an “Indemnified Party”) shall, promptly after the receipt of notice of the commencement of any legal action or proceeding of any claims against such Indemnified Party in respect of which indemnification may be sought pursuant to the provisions of this Article 8, notify Seller or Buyer, as the case may be (including any governmental action or proceedingeach, an “Indemnifying Party”) involving in writing thereof, provided that the failure of an Indemnified LiabilityParty promptly to provide any such notice shall only reduce the liability of the Indemnifying Party by the amount of any damages attributable to the failure of the Indemnified Party to give such notice in such manner. In case any such claim or legal action shall be made or brought against an Indemnified Party and such Indemnified Party shall notify the Indemnifying Party thereof, such Investor Indemnitee the Indemnifying Party may, or Company Indemnitee, as applicable, if so requested by the Indemnified Party shall, if a claim for an assume the defense thereof and after notice from the Indemnifying Party to the Indemnified Liability in respect Party of its election to assume the defense thereof is with legal counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party will not be made against any indemnifying party liable to the Indemnified Party under this Article V8 for any legal fees and expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of any such claim or legal action, deliver then the Indemnifying Party shall remain liable to such Indemnified Party for any legal fees and expenses incurred by such Indemnified Party in connection with the defense thereof. No Indemnified Party shall settle any indemnified claim over which the Indemnifying Party has not been afforded the opportunity to assume the defense. The Indemnifying Party shall control the settlement of all claims over which it has assumed the defense; provided, that the Indemnifying Party shall not conclude any settlement which requires any action or forbearance from action by an Indemnified Party, or any payment by an Indemnified Party, without the prior approval of the Indemnified Party. The Indemnified Party shall provide reasonable assistance to the indemnifying party a written notice of Indemnifying Party as reasonably requested by the commencement thereof; but Indemnifying Party, at the failure to so notify Indemnifying Party’s sole cost and expense, in connection with such legal action or claim. For claims over which the indemnifying party will not relieve it of liability under this Article V except to Indemnifying Party has assumed the extent defense, the indemnifying party is prejudiced by such failure. The indemnifying party Indemnified Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control in and be represented by counsel of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual choice and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without at its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueown expense.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article ‎Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article ‎Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article ‎Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after Upon receipt of a Notice of Claim, the Indemnifying Party shall have thirty (30) days thereafter to contest the indemnification obligation with respect to such claim, or the amount thereof, by an Investor Indemnitee written notice to the Indemnified Party given in accordance with the provisions of Section 12.9 hereof (a "Contest Notice"). Such Contest Notice shall specify the reasons or Company Indemnitee of notice bases for the objection of the commencement Indemnifying Party to the claim. If no such Contest Notice is given within such thirty (30) day period, the obligation of the Indemnifying Party to pay the amount of the Losses incurred or asserted by the Indemnified Party in connection with the claim shall be deemed established and accepted by the Indemnifying Party. If a Contest Notice relating to a non-third party claim is given in such time period, and the Indemnified Party and the Indemnifying Party are unable to reach agreement with respect to any action or proceeding contested Losses within thirty (including any governmental action or proceeding30) involving an Indemnified Liabilitydays of the delivery of the Contest Notice after good faith negotiation between the parties, then the matter shall be resolved pursuant to Section 12.1 below. If a Contest Notice relating to a third party claim is given in such time period, such Investor Indemnitee or Company Indemniteeclaim shall be deemed an Open Claim under Section 10.7 (and the thirty (30) day time period described above shall no longer apply to such claim) and the Indemnified Party shall permit the Indemnifying Party, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to at the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticedIndemnifying Party's expense, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action Open Claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party Indemnified Party (whose approval shall not unreasonably withholdbe withheld), delay and the Indemnified Party may participate in such defense at such party's expense. The Indemnifying Party, in the defense of any such claim or condition its consent. No indemnifying party shalllitigation, without shall not, except with the prior written consent of the Investor Indemnitee or Company IndemniteeIndemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee the Indemnified Party of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee service of notice of any Claim or --------------- of process on a party entitled to indemnification under this Agreement (hereinafter in this Section 11.4, the commencement "Indemnified Party") by any third party, ----------------- or promptly after obtaining actual knowledge by the Indemnified Party of any other Claim, in any matter in respect of which indemnity may be sought pursuant to this Section 11, the Indemnified Party shall promptly notify Buyer or Sellers, whichever is or may be responsible for indemnification hereunder (hereinafter in this Section 11.4, the "Indemnifying Party") of the receipt ------------------ thereof. In the case of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilityby a third party, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Indemnifying Party shall have the right to participate in, andor assume, at its own expense, the defense of any such Claim or process or settlement thereof. After notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnified Party shall not be liable to the extent Indemnifying Party for any legal or other expense in connection with such defense. Such defense shall be conducted expeditiously (but with due regard for obtaining the indemnifying party so desiresmost favourable outcome reasonably likely under the circumstances, jointly with taking into account costs and expenditures) and the Indemnified Party shall be advised of all significant developments. With respect to any other indemnifying party similarly noticedmatter which is the subject of any such Claim and as to which the Indemnified Party fails to give the Indemnifying Party such notice as aforesaid, to assume control and such failure adversely affects the ability of the defense thereof with counsel mutually reasonably satisfactory Indemnifying Party to defend such Claim or materially increases the indemnifying party amount of indemnification which the Indemnifying Party is obligated to pay hereunder, the amount of indemnification which the Indemnified Party shall be entitled to receive shall be reduced to an amount which the Indemnified Party would have been entitled to receive had such notice been timely given. The Indemnifying Party shall not settle or compromise any such Claim or other proceeding without the Indemnified Party's prior written consent, unless the terms of such settlement or compromise, discharge and release the Investor Indemnitee or Company Indemnitee, as the case may be; Indemnified Party from any and all liabilities and obligations thereunder provided, however, that an Investor Indemnitee or Company Indemnitee such consent shall have be given reasonably and if the right Indemnified Party does not agree to retain its own counsel with give any consent in respect of a settlement which the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee Indemnifying Party wishes to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying partyaccept, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would Indemnified Party will not be inappropriate due entitled to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.indemnity 48

Notice of Claim. Promptly If an Indemnified Party makes any claim against an Indemnifying Party for indemnification, such claim shall be in writing and shall state in general terms the facts upon which the Indemnified Party makes such claim. In the event of any claim or demand asserted against the Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within 15 days after receipt by an Investor Indemnitee or Company Indemnitee of notice from the Indemnified Party indicating whether the Indemnifying Party intends to assume the defense of such claim or demand. Notwithstanding such assumption, the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Party shall have the right to participate inin such defense, and, by written notice given to the extent Indemnifying Party within 15 days from the indemnifying party so desiresdate of the Indemnifying Party's notice, jointly with any other indemnifying party similarly noticedprovided that such participation shall be at the expense of the Indemnified Party unless there is a conflict of interest between the Indemnified Party and the Indemnifying Party, in which case the cost of such participation (including attorneys' fees for counsel selected by the Indemnified Party) shall be reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense and the Indemnified Party elects not to participate, the Indemnifying Party shall have the right fully to control and to settle the proceeding. If the Indemnified Party elects to participate in such defense, the parties shall cooperate in the defense of the proceeding, and shall not settle the same without the consent of each, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party elects not to assume control of the defense thereof with counsel mutually reasonably satisfactory to defense, the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee Indemnified Party shall have the right to retain its own counsel with do so (at the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel expense of the Investor Indemnitee or Company Indemnitee Indemnifying Party), and may settle the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, same without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueIndemnifying Party.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article VVI, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V VI except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly Any party that proposes to assert the right to be indemnified under this Section 7 will, promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, against such Investor Indemnitee or Company Indemnitee, as applicable, shall, if party in respect of which a claim for an Indemnified Liability in respect thereof is to be made against any an indemnifying party or parties under this Article VSection 7, deliver to the notify each such indemnifying party a written notice in writing of the commencement thereof; of such action, enclosing with such notice a copy of all papers served, but the failure omission so to so notify the such indemnifying party will not relieve it from any liability that it may have to any indemnified party under the foregoing provisions of liability under this Article V except to the extent Section 7. If any such action is brought against any indemnified party and it notifies the indemnifying party is prejudiced by such failure. The of its commencement, the indemnifying party shall have the right will be entitled to participate in, in and, to the extent that it elects by delivering written notice to the indemnifying indemnified party so desiresafter receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly noticednotified, to assume control the defense of the defense thereof action, with counsel mutually reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the Investor Indemnitee or Company Indemnitee, as reasonable costs of investigation incurred by the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall indemnified party in connection with the defense. The indemnified party will have the right to retain employ its own counsel with in any such action, but the actual fees, expenses and reasonable third other charges of such counsel will be at the expense of such indemnified party fees and expenses unless (i) the employment of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnified party has been authorized in writing by the indemnifying party, if, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in the reasonable opinion of counsel retained by addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists (based on advice of counsel to the representation by such counsel of indemnified party) between the Investor Indemnitee or Company Indemnitee indemnified party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel (in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with which case the indemnifying party in connection with any negotiation or will not have the right to direct the defense of any such action on behalf of the indemnified party) or claim (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised promptly as to the status of the defense or any settlement negotiations with respect theretothey are incurred. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shallwill, without the prior written consent of the Investor Indemnitee or Company Indemniteeindemnified party, consent to entry of any judgment or enter into effect any settlement or other compromise of, or consent to the entry of judgment with respect to, any pending or threatened action or claim in respect of which any indemnified party is or could have been a party and indemnity or contribution could have been sought hereunder by such indemnified party unless such settlement, compromise or judgment (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an unconditional term thereof the giving admission of, fault, culpability or a failure to act by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee on behalf of a release from all liability in respect to such claim or litigationan indemnified party. Following indemnification as provided for hereunder, the An indemnifying party shall will not be subrogated to all rights liable for any settlement of the Investor Indemnitee any action or Company Indemnitee with respect to all third parties, firms claim effected without its written consent (which consent will not be unreasonably withheld or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duedelayed).

Notice of Claim. Promptly after receipt by If either Party believes it has incurred or may incur Losses for which a claim for indemnification may be asserted against the other Party under this Article XI, or if any action or proceeding is brought against any Party entitled to indemnification from the other Party pursuant to this Article XI (in either case, an Investor Indemnitee “Indemnifiable Claim”), then the Party seeking indemnification (the “Claimant”) shall notify promptly, if the Claimant is making a claim pursuant to Section 11.1(a), Seller, or Company Indemnitee if the Claimant is making a claim pursuant to Section 11.1(b), Buyer (such notified Party, the “Indemnifying Party”) in writing of notice such Losses the Claimant believes it has incurred or may incur, or of the commencement of any such action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemniteeagainst it, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; applicable (but the failure so to so notify the indemnifying party will shall not relieve it of liability under this Article V the Indemnifying Party from any Liability the Indemnifying Party may have except to the extent such failure actually prejudices the indemnifying party is prejudiced by Indemnifying Party). Such notice shall specify the circumstances of such failure. The indemnifying party shall have the right to participate inasserted Indemnifiable Claim in reasonable detail, andincluding, to the extent practicable, the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control specific dollar amount of Losses sought in respect of such Indemnifiable Claim. The obligations and Liabilities of the Parties under this Article XI with respect to Losses arising from any third-party claims shall be governed by and contingent upon the following additional terms and conditions. Unless otherwise agreed to by the Claimant, the Indemnifying Party shall assume and direct the defense thereof of such action or proceeding, including the employment of counsel, and all fees, costs and expenses incurred in connection with defending or settling the Indemnifiable Claim shall be borne solely by the Indemnifying Party; provided, that such counsel mutually reasonably shall be satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, Claimant in the exercise of its reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee judgment and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party Indemnifying Party shall not unreasonably withhold, delay compromise or condition its consent. No indemnifying party shall, settle any claim without the prior written consent of the Investor Indemnitee Claimant, which consent shall not be unreasonably withheld, conditioned or Company Indemniteedelayed. The Indemnifying Party’s assumption of the defense of such action or proceeding shall conclusively establish Xxxxxxxx’s right to indemnification hereunder in respect of the claim. If the Indemnifying Party shall undertake to compromise or defend any such asserted Liability, consent they shall promptly notify the Claimant of their intention to entry of do so, and the Claimant agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any judgment or enter into any settlement or other compromise which does not include as such asserted Liability. Notwithstanding an unconditional term thereof the giving election by the claimant Indemnifying Party to assume the defense of such action or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunderproceeding, the indemnifying party Claimant shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses at least quarterly), if: (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any such action or proceeding include both a Claimant and an Indemnifying Party, and the Claimant shall have reasonably concluded that there may be legal defenses available to it or to other Claimants which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Claimant); (iii) the Indemnifying Party shall authorize the Claimant to employ separate counsel at the expense of the Indemnifying Party; or (iv) such action or proceeding seeks an injunction of other equitable relief against the Claimant. All costs and expenses incurred in connection with a Claimant’s cooperation shall be subrogated borne by the Indemnifying Party. In any event, the Claimant shall have the right at its own expense to all rights participate in the defense of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duesuch asserted Liability.

Notice of Claim. Promptly after receipt by an Investor Indemnitee Seller, AMT or Company Indemnitee of Purchaser, as in the case may be ("CLAIMANT") shall give prompt written notice of the commencement to Seller, AMT or Purchaser as appropriate ("INDEMNIFYING PARTY") of any action claim (actual or proceeding (including any governmental action threatened) or proceeding) involving an Indemnified Liabilityother event which in the judgment of Claimant might result or has resulted in a Loss by Claimant hereunder, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party and Indemnifying Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof of such claim or any litigation resulting therefrom; PROVIDED THAT (a) Indemnifying Party confirms in writing its obligation to provide indemnification with respect to such claim, and (b) counsel mutually for Indemnifying Party, who shall conduct the defense of such claim (actual, threatened or asserted) or litigation, shall be reasonably satisfactory to the indemnifying party Claimant, and the Investor Indemnitee or Company IndemniteeClaimant may participate in such defense at its expense, as the case may be; and provided, howeverfurther, that an Investor Indemnitee the omission by Claimant to give notice as provided herein shall not relieve Indemnifying Party of its obligations hereunder except to the extent that such omission results in a failure of actual notice to Indemnifying Party and Indemnifying Party is damaged or Company Indemnitee shall have the right to retain its own counsel with the prejudiced as a result of such failure of actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifnotice. Indemnifying Party, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consentlitigation, providedshall not, however, that except with the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company IndemniteeClaimant, consent to the entry of any judgment or decree or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee the Claimant of a release from all liability in respect to such claim or litigation. Following indemnification as litigation (provided for hereunder, that if Claimant does not so consent then any loss in excess of the indemnifying party proposed settlement shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee paid by Claimant), and Indemnifying Party shall have no liability with respect to all third partiesany payment made by Claimant in connection with the settlement, firms satisfaction or corporations relating compromise of any claim unless Indemnifying Party shall have approved thereof in advance in writing. If Claimant shall not have received notice that Indemnifying Party shall assume the defense of such claim within twenty (20) days after the notice is sent to Indemnifying Party of the matter for which indemnification has been made. The indemnification required by this Article V existence of such claim, then Claimant shall be made free to proceed with the defense of such claim at the expense of Indemnifying Party. In such case, Indemnifying Party shall pay all expenses of defense promptly, and in any event within five (5) days of submission of any invoice or bill xxx such expenses to Indemnifying Party. Each such notice shall be accompanied (or followed as promptly as is reasonably practicable after the amount of such Loss becomes determinable) by periodic payments a certificate signed by the President of Claimant, and setting forth in reasonable detail the calculation of the amount of such Loss in accordance with the provisions hereof, and accompanied by copies of all relevant documents and records. The omission to give such notice or provide such certificate by Claimant shall not relieve Indemnifying Party of its obligations under this SECTION 11.4 except to the extent such omission results in a failure of actual notice to Indemnifying Party and Indemnifying Party is damaged or prejudiced by such failure of actual notice. No Loss shall be considered to have occurred with respect to any payment made by Claimant in settlement, satisfaction or compromise of any claim unless Indemnifying Party shall have approved thereof during the course of the investigation or defense, as in advance and when bills are received and payment therefor is duein writing.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duereceived.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due., subject to receipt by the indemnifying party of an undertaking to repay any amounts that such party is ultimately not entitled to receive as indemnification pursuant to this Agreement. EXECUTION VERSION

Notice of Claim. Promptly (a) Any Party seeking indemnification hereunder (the “Indemnified Party”) shall promptly after receipt by an Investor Indemnitee obtaining knowledge, give to the party obligated to provide indemnification (the “Indemnitor”) a notice describing any claim, liability or Company Indemnitee of notice of obligation for which the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to Indemnitor may be made against any indemnifying party required under this Article VAgreement to indemnify such Indemnified Party. If such indemnity obligation arises from the claim of a third party, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Indemnitor shall have the right to participate in, and, defend the Indemnified Party against the third party claim with counsel of its choice so long as the Indemnitor gives written notice to the extent Indemnified Party within fifteen days after the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control Indemnified Party has given notice of the third party claim that the Indemnitor will defend such claim. The Indemnified Party and the Indemnitor shall cooperate in the defense thereof with counsel mutually reasonably satisfactory of any third party claims. In the event that the Indemnitor assumes or participates in the defense of such third party claim as provided herein, the Indemnified Party shall make available to the indemnifying party Indemnitor all relevant records and the Investor Indemnitee or Company Indemnitee, take such other action and sign such documents as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right are reasonably necessary to retain its own counsel with the actual and reasonable defend such third party fees and claim in a timely manner. If the Indemnified Party shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnified Party under this Agreement, the Indemnitor shall promptly reimburse the Indemnified party in an amount equal to the amount of such payment plus all documented expenses of not more than one counsel for incurred by such Investor Indemnitee Indemnified Party in connection with such obligation or Company Indemnitee liability subject to be paid by the indemnifying party, ifthis Article VII. No Indemnitor, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without except with the prior written consent of the Investor Indemnitee or Company IndemniteeIndemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee Indemnified Party of a release from all liability in with respect to such claim or litigationclaim. Following indemnification as provided for hereunder, In the indemnifying party shall be subrogated to all rights event that the Indemnitor does not accept the defense of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the any matter for which indemnification has been made. The indemnification required by this Article V it is entitled to assume as provided above, the Indemnified Party shall be made by periodic payments of have the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duefull right to defend such claim.

Notice of Claim. Promptly after receipt by an Investor Indemnitee When a Party to this Agreement receives notice or Company Indemnitee otherwise becomes aware of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a Claim which that Party determines may give rise to a claim for an indemnification from another Party, that Party (in this Section, the “Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver Party”) shall give prompt notice to the indemnifying party other Party (in this Section, the “Indemnifier”), including a written notice copy of such Claim (in this Section, the “Notice of Claim”). Following receipt by the Indemnifier of a Notice of Claim, the Indemnifier shall be entitled to make a reasonable investigation of the commencement thereof; but Claim, as the failure to so notify Indemnifier considers necessary or desirable at its sole cost and expense. For the indemnifying party will not relieve it purpose of liability under this Article V except such investigation, the Indemnified Party shall make available to the extent Indemnifier all information concerning the indemnifying party is prejudiced Claim or relied upon by such failurethe Indemnified Party to substantiate the claim for indemnification. The indemnifying party Within 30 days following receipt by the Indemnifier of a Notice of Claim, the Indemnifier shall have the right elect to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to either (a) assume control of and proceed in a diligent manner with the defense thereof investigation, defence, or settlement of the Claim, including choice of counsel and other advisors, in consultation with counsel mutually reasonably satisfactory the Indemnified Party or (b) direct the Indemnified Party to do so, at the Indemnifier’s sole cost and expense. Subject to the indemnifying party and next sentence, the Investor Indemnitee or Company Indemnitee, as Party assuming the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have defence of the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifClaim shall, in the reasonable opinion of counsel retained by the indemnifying partyits discretion, the representation by acting reasonably, do such counsel of the Investor Indemnitee acts and things and conduct such negotiations, take or Company Indemnitee defend such proceedings, and the indemnifying party would be inappropriate due to actual or potential differing interests between make such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully settlement as it deems advisable with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish respect to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claimClaim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations Except with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee Indemnified Party, the Indemnifier shall not settle or Company Indemnitee, consent to entry of compromise any judgment Claim or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all admit liability in respect to such claim thereof or litigation. Following indemnification as provided for hereunder, disclose the indemnifying party shall be subrogated to all rights existence of the Investor Indemnitee indemnity, other than as may be required in defence of a court action, in respect of matters arising out of or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by indemnities contained in this Article V 11. If the Indemnified Party shall withhold its consent to any compromise or settlement recommended by the Indemnifier, the Indemnified Party shall thereafter be responsible for all further defence costs (provided that if the ultimate disposition of the Claim results in an outcome more favourable than the compromise or settlement proposed by the Indemnifier, the Indemnifier shall be liable for and shall indemnify the Indemnified Party for all such defence costs), and, should the ultimate disposition of the Claim result in an outcome less favourable than the compromise or settlement proposed by the Indemnifier, the Indemnified Party shall be solely responsible for the difference between the ultimate result and the compromise or settlement not accepted. Each Party shall cooperate with the others fully in respect of any Claim, including providing each other on an ongoing basis with all information which may be relevant to the Indemnified Party’s or the Indemnifier’s liability hereunder and supplying copies of all relevant documentation promptly, as it becomes available, and each shall make available such witnesses as are under its control. Any payment shall be made where practically possible to give effect to any tax savings. Notwithstanding anything contained in this Article 11, the indemnities provided under this Article 11 shall not extend to any debt, cost, expense, claim or demand for which insurance proceeds have been recovered by periodic payments the Indemnified Party under insurance policies which are placed for the benefit of the amount thereof during Project and the course Parties pursuant to Section 10.2. Subject to the exceptions in Sections 11.2 and 11.3, for the purposes of the investigation benefit of the indemnities and limitations of liability set out in this Article 11, The City is hereby acting as agent or defensetrustee on behalf of and for the benefit of its elected officials, directors, officers, employees and agents, CSERELP is hereby acting as agent or trustee on behalf of and when bills are received for the benefit of their respective directors, officers, employees and payment therefor agents, and the Development Manager is duehereby acting as agent or trustee on behalf of and for the benefit of its directors, officers, employees and agents.

Notice of Claim. Promptly If the claim or demand set forth in the Notice of Claim given by Indemnitee pursuant to Section 10.05 hereof is a claim or demand asserted by a third party, Indemnitor shall have fifteen (15) business days after receipt by an Investor the Date of Notice of Claim to notify Indemnitee in writing of its 71 77 election to defend such third party claim or Company Indemnitee of notice demand on behalf of the commencement Indemnitee. If Indemnitor elects to defend such third party claim or demand, Indemnitee shall make available to Indemnitor and its agents and representatives all records and other materials which are reasonably required in the defense of such third party claim or demand (and which will not result in any waiver of any action available privilege or proceeding (including any governmental action or proceedingdefense) involving an Indemnified Liabilityand shall otherwise cooperate with, and assist Indemnitor in the defense of, such Investor third party claim or demand, and so long as Indemnitor is defending such third party claim in good faith, Indemnitee shall not pay, settle or Company Indemniteecompromise such third party claim or demand. If Indemnitor elects to defend such third party claim or demand, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Indemnitee shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof of such third party claim or demand, at Indemnitee's own expense. In the event, however, that Indemnitee reasonably determines that representation by counsel to Indemnitor of both Indemnitor and Indemnitee may present such counsel with a potential conflict of interest that would make separate representation advisable under generally accepted standards of professional conduct, or where non-monetary relief is being sought against Indemnitee by a third party, then such Indemnitee may elect to defend such third party claim or demand and employ separate counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee represent or Company defend it in any such action or proceeding at Indemnitee, as the case may be's own expense; provided, however, that an Investor Indemnitee Indemnitee's defense of such action or Company proceeding shall not limit Indemnitee's right to indemnification under this Article X if it is ultimately determined that indemnification is due from Indemnitor. If Indemnitor does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at Indemnitor's expense, to retain its own counsel with the actual and reasonable defend such third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, demand; provided, however, that the indemnifying party (a) Indemnitee shall not unreasonably withholdhave any obligation to participate in the defense of, delay or condition defend, any such third party claim or demand; and (b) Indemnitee's defense of or its consent. No indemnifying participation in the defense of any such third party shallclaim or demand shall not in any way diminish or lessen the obligations of Indemnitor under the agreements of indemnification set forth in this Article X. Notwithstanding the foregoing, without the prior written consent of the Investor Indemnitee or Company New Company, as Indemnitee, consent shall be entitled to entry defend (i) any third party action or proceeding brought by any Puerto Rico Entity and (ii) any unaffiliated third party action or proceeding where the damages sought therein (together with all other such actions and proceedings) are less than the then remaining amounts not then incurred by the Affiliated Group pursuant to Section 10.04(a); provided that, the Authority shall be entitled to participate in the defense of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueat its expense.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if If a Party intends to claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party indemnification under this Article VAgreement (the “Indemnitee”), deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so it shall promptly notify the indemnifying party will not relieve it other Party (the “Indemnitor”) in writing of liability under this Article V except to such alleged loss and the extent the indemnifying party is prejudiced by such failureThird Party Claim. The indemnifying party Indemnitor shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually of its choice as long as such counsel is reasonably satisfactory acceptable to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company . Any Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel at its own expense for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party reason in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consentThird Party Claim, provided, however, that if the indemnifying party Indemnitee shall have reasonably concluded, based upon a written opinion from outside legal counsel, that there is a conflict of interest between the Indemnitor and the Indemnitee in the defense of such action, the Indemnitor shall pay the fees and expenses of one law firm serving as counsel for the Indemnitee in relation to such Third Party Claim. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any Third Party Claims covered by this Agreement. The obligations of this Article 13 shall not apply to any settlement of any Third Party Claims if such settlement is affected without the consent of both Parties, which shall not be unreasonably withhold, delay withheld or condition its consentdelayed. No indemnifying party shallEach Party will not, without the prior written consent of the Investor Indemnitee other Party, settle such Third Party Claim or Company Indemnitee, consent to the entry of any judgment or enter into any to the extent that such settlement or other compromise which judgment: (i) does not include as an unconditional term thereof release the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release other Party from all liability in with respect to such claim Third Party Claim, or litigation(ii) likely will materially adversely affect such other Party or cause such other Party to incur any material obligation or liability. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated The failure to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating deliver written notice to the matter for which indemnification has been madeIndemnitor within a reasonable time after the commencement of any such action, to the extent prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Section 13.3. The indemnification required by It is understood that only Partner and Xxxxx can claim indemnity under this Article V shall be made by periodic payments Agreement (on its own behalf or on behalf of the amount thereof during the course of the investigation or defenseits Indemnitees), as and when bills are received and payment therefor is dueother Indemnitees may not directly claim indemnity hereunder.

Notice of Claim. Promptly after receipt by an Investor A Buyer Indemnitee or Company Seller Indemnitee (each, an "Indemnified Party") shall, promptly after the receipt of notice of the commencement of any legal action or proceeding of any claims against such Indemnified Party in respect of which Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with three asterisks (including any governmental action ***) to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission. indemnification may be sought pursuant to the provisions of this Article 8, notify Seller or proceedingBuyer, as the case may be (each, an "Indemnifying Party") involving in writing thereof, provided that the failure of an Indemnified LiabilityParty promptly to provide any such notice shall only reduce the liability of the Indemnifying Party by the amount of any damages attributable to the failure of the Indemnified Party to give such notice in such manner. In case any such claim or legal action shall be made or brought against an Indemnified Party and such Indemnified Party shall notify the Indemnifying Party thereof, such Investor Indemnitee the Indemnifying Party may, or Company Indemnitee, as applicable, if so requested by the Indemnified Party shall, if a claim for an assume the defense thereof and after notice from the Indemnifying Party to the Indemnified Liability in respect Party of its election to assume the defense thereof is with legal counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party will not be made against any indemnifying party liable to the Indemnified Party under this Article V8 for any legal fees and expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of any such claim or legal action, deliver then the Indemnifying Party shall remain liable to such Indemnified Party for any legal fees and expenses incurred by such Indemnified Party in connection with the defense thereof. No Indemnified Party shall settle any indemnified claim over which the Indemnifying Party has not been afforded the opportunity to assume the defense. The Indemnifying Party shall control the settlement of all claims over which it has assumed the defense; provided, that the Indemnifying Party shall not conclude any settlement which requires any action or forbearance from action by an Indemnified Party, or any payment by an Indemnified Party, without the prior approval of the Indemnified Party. The Indemnified Party shall provide reasonable assistance to the indemnifying party a written notice of Indemnifying Party as reasonably requested by the commencement thereof; but Indemnifying Party, at the failure to so notify Indemnifying Party's sole cost and expense, in connection with such legal action or claim. For claims over which the indemnifying party will not relieve it of liability under this Article V except to Indemnifying Party has assumed the extent defense, the indemnifying party is prejudiced by such failure. The indemnifying party Indemnified Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control in and be represented by counsel of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual choice and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without at its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueown expense.

Notice of Claim. Promptly after receipt by an Investor Indemnitee If either Party believes it has incurred or Company Indemnitee may incur Losses for which a claim for indemnification may be asserted against the other Party under this Article XI, or if any action or proceeding is brought against any Party entitled to indemnification from the other Party pursuant to this Article XI Indemnifiable Claim Claimant pursuant to Section 11.1(a), Seller, or if the Claimant is making a claim pursuant to Section 11.1(b), Indemnifying Party g of notice such Losses the Claimant believes it has incurred or may incur, or of the commencement of any such action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemniteeagainst it, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; applicable (but the failure so to so notify the indemnifying party will shall not relieve it of liability under this Article V the Indemnifying Party from any Liability the Indemnifying Party may have except to the extent such failure actually prejudices the indemnifying party is prejudiced by Indemnifying Party). Such notice shall specify the circumstances of such failure. The indemnifying party shall have the right to participate inasserted Indemnifiable Claim in reasonable detail, andincluding, to the extent practicable, the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, specific dollar amount of Losses sought in respect of such Indemnifiable Claim to assume control the extent then known. The obligations and Liabilities of the Parties under this Article XI with respect to Losses arising from any third-party claims shall be governed by and contingent upon the following additional terms and conditions. Unless otherwise agreed to by the Claimant, the Indemnifying Party shall assume and direct the defense thereof of such action or proceeding, including the employment of counsel, and all fees, costs and expenses incurred in connection with defending or settling the Indemnifiable Claim shall be borne solely by the Indemnifying Party; provided, that such counsel mutually reasonably shall be satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, Claimant in the exercise of its reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee judgment and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party Indemnifying Party shall not unreasonably withhold, delay compromise or condition its consent. No indemnifying party shall, settle any claim without the prior written consent of the Investor Indemnitee Claimant, which consent shall not be e indemnification hereunder in respect of the claim. If the Indemnifying Party shall undertake to compromise or Company Indemniteedefend any such asserted Liability, consent they shall promptly notify the Claimant of their intention to entry do so, and the Claimant agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted Liability. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Claimant shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses at least quarterly), if: (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any judgment such action or enter into any settlement proceeding include both a Claimant and an Indemnifying Party, and the Claimant shall have reasonably concluded that there may be legal defenses available to it or to other Claimants which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Claimant); (iii) the Indemnifying Party shall authorize the Claimant to employ separate counsel at the expense of the Indemnifying Party; or (iv) such action or proceeding seeks an injunction or other compromise which does not include as an unconditional term thereof equitable relief against the giving Claimant. All costs and expenses incurred in connection with a by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigationIndemnifying Party. Following indemnification as provided for hereunderIn any event, the indemnifying party Claimant shall be subrogated have the right at its own expense to all rights participate in the defense of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duesuch asserted Liability.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee under this Article V of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, Indemnitee shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except unless and to the extent the indemnifying party is prejudiced did not otherwise learn of such action and such failure result in the forfeiture by such failure. the indemnifying party of substantial rights and defenses and will not, in any event, relieve the indemnifying party from any obligations provided in this Article V. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duereceived.

Notice of Claim. Promptly after receipt by If any action is brought against any person entitled to indemnification pursuant to Section 9.1 hereof (a "Claimant") in respect of a claim under Section 9.1 hereof (an Investor Indemnitee or Company Indemnitee "Indemnifiable Claim"), the Claimant shall notify promptly, if the Claimant is making a claim pursuant to Section 9.1(a), the Parent, who is hereby authorized to act on behalf of notice Holdings and the Parent as the representative of the commencement Indemnifying Parties (the "Representative") for purposes of any action this Section, or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if the Claimant is making a claim for an Indemnified Liability pursuant to Section 9.1(b), the Buyer (such notified party or parties, the "Indemnifying Parties") in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice writing of the commencement thereof; institution of such action (but the failure so to so notify the indemnifying party will shall not relieve it of the Indemnifying Parties from any liability under this Article V the Indemnifying Parties may have except to the extent such failure materially prejudices the indemnifying party is prejudiced Indemnifying Party). Unless otherwise agreed to by such failure. The indemnifying party the Claimant, the Indemnifying Parties shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of and direct the defense thereof of such action, including the employment of counsel, and all fees, costs and expenses incurred in connection with counsel mutually reasonably satisfactory to defending or settling the indemnifying party and Indemnifiable Claim shall be borne solely by the Investor Indemnitee or Company Indemnitee, as the case may beIndemnifying Parties; provided, however, that an Investor Indemnitee or Company Indemnitee such counsel shall have be satisfactory to the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, Claimant in the exercise of its reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee judgment and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party Indemnifying Parties shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, compromise any claim without the prior written consent of the Investor Indemnitee Claimant, which consent shall not be unreasonably withheld. If the Indemnifying Parties shall undertake to compromise or Company Indemniteedefend any such asserted liability, consent they shall promptly notify the Claimant of their intention to entry of do so, and the Claimant agrees to cooperate fully with the Indemnifying Parties and their counsel in the compromise of, or defense against, any judgment or enter into any settlement or other compromise which does not include as such asserted liability. Notwithstanding an unconditional term thereof the giving election by the claimant Indemnifying Parties to assume the defense of such action or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunderproceeding, the indemnifying party Claimant shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Parties shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses at least quarterly), if (a) the use of counsel chosen by the Indemnifying Parties to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such action or proceeding include both a Claimant and an Indemnifying Party, and the Claimant shall have reasonably concluded that there may be legal defenses available to it or to other Claimants which are different from or additional to those available to the Indemnifying Parties (in which case the Indemnifying Parties shall not have the right to direct the defense of such action or proceeding on behalf of the Claimant); or (c) the Representative shall authorize the Claimant to employ separate counsel at the expense of the Indemnifying Parties. All costs and expenses incurred in connection with a Claimant's cooperation shall be subrogated borne by the Indemnifying Parties. In any event, the Claimant shall have the right at its own expense to all rights participate in the defense of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duesuch asserted liability.

Notice of Claim. Promptly after Upon receipt by an Investor Indemnitee or Company Indemnitee of notice of any Claim which may give rise to a right of indemnity from the commencement other Party hereto, the Party seeking indemnification (the “Indemnified Party”) shall give written notice thereof to the other Party (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if the Claim and the basis therefor. Promptly after a claim is made for an which the Indemnified Liability in respect thereof is Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to be made against any indemnifying party under this Article Vassume the complete defense of such Claim, deliver to provided that (i) the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party Indemnified Party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by Claim at its own cost and expense, (ii) the indemnifying party Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status potential related liabilities of the defense or Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement that would admit liability on the part of any action, claim the Indemnified Party or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shallinvolve relief other than payment of money, without the prior written approval of the Indemnified Party, such consent not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at the Indemnifying Party’s expense. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Investor Indemnitee or Company IndemniteeIndemnified Party, consent to the entry of any judgment or enter into any settlement or other compromise which does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such claim or litigation. Following indemnification as provided for hereunderClaim, the indemnifying party Indemnifying Party shall be subrogated liable to all rights the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Investor Indemnitee or Company Indemnitee Indemnifying Party. As to those Claims with respect to all third parties, firms or corporations relating which the Indemnifying Party does not elect to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments assume control of the amount thereof during defense, the course Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the investigation or defensesame without the consent of the Indemnifying Party, as and when bills are received and payment therefor is duesuch consent not to be unreasonably withheld.

Notice of Claim. Promptly An indemnified person (an "INDEMNITEE") shall reasonably promptly after the receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any legal action or proceeding of any claims against such Indemnitee in respect of which indemnification may be sought pursuant to the foregoing provisions of this Article 12.0, notify the indemnifying Party (including the "INDEMNITOR") in writing thereof; provided, that the failure of an Indemnitee reasonably promptly to provide any governmental such notice shall only reduce the Indemnitor's liability by the amount of any damages attributable to the failure of the Indemnitee to give such notice in such manner. In case any such claim or legal action shall be made or proceeding) involving brought against an Indemnified LiabilityIndemnitee and such Indemnitee shall notify the Indemnitor thereof, the Indemnitor may, or if so requested by such Investor Indemnitee or Company shall, assume the defense thereof, without any reservation of rights, with counsel reasonably satisfactory to such Indemnitee, as applicableand after notice from the Indemnitor to such Indemnitee of an election to assume the defense thereof and approval by the Indemnitee of such counsel, shall, if a claim for an Indemnified Liability in respect thereof is the Indemnitor will not be liable to be made against any indemnifying party such Indemnitee under this Article V12.0 for any legal fees and expenses subsequently incurred by such Indemnitee in connection with the defense thereof. No Indemnitee shall settle any indemnified claim over which the Indemnitor has not been afforded the opportunity to assume the defense without the Indemnitor's approval, deliver which approval shall not be unreasonably withheld. The Indemnitor shall control the settlement of all claims over which it has assumed the defense; provided, however, that the Indemnitor shall not conclude any settlement which requires any action or forbearance from action by an Indemnitee or any of its Affiliates or payment by an Indemnitee or any of its affiliates, without the prior approval of the Indemnitee. The Indemnitee shall provide reasonable assistance to the indemnifying party a written notice of Indemnitor when the commencement thereof; but Indemnitor so requests, at the failure to so notify Indemnitor's expense, in connection with such legal action or claim. In all cases the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Indemnitee shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control in and be represented by counsel of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual choice and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, at its own expense in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such legal action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueany claim.

Notice of Claim. Promptly after receipt by an Investor Indemnitee When a Party to this Agreement receives notice or Company Indemnitee otherwise becomes aware of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a Claim which that Party determines may give rise to a claim for an indemnification from another Party, that Party (in this Section, the "Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver Party") shall give prompt notice to the indemnifying party other Party (in this Section, the "Indemnifier"), including a written notice copy of such Claim (in this Section, the "Notice of Claim"). Following receipt by the Indemnifier of a Notice of Claim, the Indemnifier shall be entitled to make a reasonable investigation of the commencement thereof; but Claim, as the failure to so notify Indemnifier considers necessary or desirable at its sole cost and expense. For the indemnifying party will not relieve it purpose of liability under this Article V except such investigation, the Indemnified Party shall make available to the extent Indemnifier all information concerning the indemnifying party is prejudiced Claim or relied upon by such failurethe Indemnified Party to substantiate the claim for indemnification. The indemnifying party Within 30 days following receipt by the Indemnifier of a Notice of Claim, the Indemnifier shall have the right elect to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to either (a) assume control of and proceed in a diligent manner with the defense thereof investigation, defence, or settlement of the Claim, including choice of counsel and other advisors, in consultation with counsel mutually reasonably satisfactory the Indemnified Party or (b) direct the Indemnified Party to do so, at the Indemnifier's sole cost and expense. Subject to the indemnifying party and next sentence, the Investor Indemnitee or Company Indemnitee, as Party assuming the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have defence of the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifClaim shall, in the reasonable opinion of counsel retained by the indemnifying partyits discretion, the representation by acting reasonably, do such counsel of the Investor Indemnitee acts and things and conduct such negotiations, take or Company Indemnitee defend such proceedings, and the indemnifying party would be inappropriate due to actual or potential differing interests between make such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully settlement as it deems advisable with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish respect to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claimClaim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations Except with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee Indemnified Party, the Indemnifier shall not settle or Company Indemnitee, consent to entry of compromise any judgment Claim or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all admit liability in respect to such claim thereof or litigation. Following indemnification as provided for hereunder, disclose the indemnifying party shall be subrogated to all rights existence of the Investor Indemnitee indemnity, other than as may be required in defence of a court action, in respect of matters arising out of or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by indemnities contained in this Article V 12. If the Indemnified Party shall withhold its consent to any compromise or settlement recommended by the Indemnifier, the Indemnified Party shall thereafter be responsible for all further defence costs (provided that if the ultimate disposition of the Claim results in an outcome more favourable than the compromise or settlement proposed by the Indemnifier, the Indemnifier shall be liable for and shall indemnify the Indemnified Party for all such defence costs), and, should the ultimate disposition of the Claim result in an outcome less favourable than the compromise or settlement proposed by the Indemnifier, the Indemnified Party shall be solely responsible for the difference between the ultimate result and the compromise or settlement not accepted. Each Party shall cooperate with the others fully in respect of any Claim, including providing each other on an ongoing basis with all information which may be relevant to the Indemnified Party's or the Indemnifier's liability hereunder and supplying copies of all relevant documentation promptly, as it becomes available, and each shall make available such witnesses as are under its control. Any payment shall be made where practically possible to give effect to any tax savings. Notwithstanding anything contained in this Article 12, the indemnities provided under this Article 12 shall not extend to any debt, cost, expense, claim or demand for which insurance proceeds have been recovered by periodic payments the Indemnified Party under insurance policies which are placed for the benefit of the amount thereof during Project and the course Parties pursuant to Section 11.2. Subject to the exceptions in Sections 12.2 and 12.3, for the purposes of the investigation benefit of the indemnities and limitations of liability set out in this Article 12, the City is hereby acting as agent or defensetrustee on behalf of and for the benefit of its elected officials, directors, officers, employees and agents, and CSERELP and CSEC are hereby acting as agent or trustee on behalf of and when bills are received for the benefit of their respective directors, officers, employees and payment therefor agents, and Development Manager is duehereby acting as agent or trustee on behalf of and for the benefit of its directors, officers, employees and agents.

Notice of Claim. Promptly after receipt Such Indemnified Party will give the Representative (in the case where the indemnification is being sought by an Investor Indemnitee a Parent Indemnified Party) or Parent (in the case where the indemnification is being sought by a Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company IndemniteeParty), as applicable, shallprompt written notice after receiving written notice of any Third Party Claim or discovering the liability, if obligation or facts giving rise to such Third Party Claim (a claim for an Indemnified Liability in respect thereof is “Notice of Claim”) which Notice of Claim shall set forth (i) a brief description of the nature of the Third Party Claim, (ii) the total amount of the actual out-of-pocket Loss incurred, or the anticipated potential Loss to be made against incurred, by such Indemnified Party in connection with such Third Party Claim (including any indemnifying party costs or expenses which have been or may be reasonably incurred in connection therewith), (iii) whether such Loss may be covered (in whole or in part) under any insurance, indemnification rights or other arrangements, and the estimated amount of such Loss which may be covered under such insurance, indemnification rights or other arrangements, and (iv) the basis for which such Indemnified Party is claiming indemnification under this Agreement, including a reference to the specific provision of this Agreement to which such Indemnified Party believes it is entitled to indemnification. The Representative (in the case where the indemnification is being sought by a Parent Indemnified Party) or Parent (in the case where the indemnification is being sought by a Company Indemnified Party), as applicable, shall be entitled to participate in the defense of such Third Party Claim at its expense. The Persons from which indemnification under this Article VVII is sought shall be referred to herein as the “Indemnifying Parties”. If the Indemnifying Parties are any of the Sellers, deliver notices (including a Notice of Claim) shall be sent to the indemnifying party a written notice of Representative and the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Representative shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control take all actions under this Section 7.2 on behalf of the defense thereof with counsel mutually reasonably satisfactory to Indemnifying Parties. If the indemnifying party Indemnifying Parties are Surviving Pubco and the Investor Indemnitee or Company IndemniteeSurviving Company, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee notices (including a Notice of Claim) shall have the right be sent to retain its own counsel with the actual Holdco and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel Holdco shall take all actions under this Section 7.2 on behalf of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueIndemnifying Parties.

Notice of Claim. Should any Party (the "Indemnified Party") suffer any loss, damage or expense for which the other Party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to Section 12 of this Agreement, the following shall apply: Promptly after upon receipt by an Investor Indemnitee or Company Indemnitee the Indemnified Party of notice of the commencement of any action or proceeding (including any governmental demand, assertion, claim, action or proceeding) involving an , judicial or otherwise, with respect to any matter as to which the Indemnifying Party is obligated to indemnify the Indemnified LiabilityParty under the provisions of this Agreement, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an the Indemnified Liability in respect Party shall give prompt notice thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party Indemnifying Party, together with a written notice statement of such information respecting such matter as the Indemnified Party shall then have and a statement advising that the Indemnifying Party must notify it within 10 days whether the Indemnifying Party will undertake the defense of such matter. The Indemnifying Party shall not be obligated to indemnify the Indemnifying Party with respect to any matter hereunder if the Indemnified Party has failed to use its best efforts to notify the Indemnifying Party thereof in accordance with the provisions of the commencement thereof; but Agreement in sufficient time to permit the failure Indemnifying Party and its counsel to so notify defend against such matter and to make a timely response thereto, including without limitation, the indemnifying party will not relieve it preparation and assertion of liability under this Article V except an answer or other responsive motion to a complaint, petition, notice or other legal, equitable or administrative process relating to any such claim. Notice of the intention of the Indemnifying Party to contest any such claim, and the identity of counsel that the Indemnifying Party intends to employ to contest any such claim, shall be given by the Indemnifying Party to the extent Indemnified Party within 10 days from the indemnifying party is prejudiced date of mailing to the Indemnifying Party of notice by the Indemnified Party of the assertion of any such failureclaim. The indemnifying party Indemnified Party shall have the right to approve the counsel named in the Notice provided pursuant to the preceding sentence, provided that such approval shall not be unreasonably withheld. The Indemnified Party shall have the right to participate in, and, in such proceedings and to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control be represented by attorneys of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may beits own choosing; provided, however, that an Investor Indemnitee or Company Indemnitee such representation shall have be at the right to retain Indemnified Party's own expense if the Indemnifying Party selects different counsel of its own counsel with choosing. If the actual and reasonable third party fees and expenses of Indemnifying Party does not more than one counsel for elect to contest any such Investor Indemnitee or Company Indemnitee to claim, the Indemnifying Party shall be paid bound by the indemnifying party, if, in the reasonable opinion of counsel retained results obtained with respect thereto by the indemnifying partyIndemnified Party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for including any settlement of such claim. If the Indemnifying Party elects to contest any actionclaim, claim or proceeding effected without its prior written consentthe Indemnified Party shall be bound by the results obtained with respect thereto by the Indemnifying Party, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into including any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to of such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueclaim.

Notice of Claim. Promptly after receipt by If an Investor Indemnitee Indemnified Party incurs an Indemnifiable Loss (as hereinafter defined), or Company Indemnitee should an Indemnified Party negotiate a proposed settlement in satisfaction of notice a potential Indemnifiable Loss, it shall promptly provide a Loss Notice (as hereinafter defined) to the Seller and the Escrow Agent. If the Seller disputes the amount sought under any such Loss Notice or otherwise disputes the right of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is Party to be made against any indemnifying party under this Article Vindemnified hereunder, deliver to it shall provide the indemnifying party Indemnified Party and the Escrow Agent a written notice (the “Protest Notice”) within thirty (30) days of the commencement thereof; but date any such Loss Notice is received by the failure Seller. If no Protest Notice is received by the Indemnified Party and the Escrow Agent within thirty (30) days from the date on which any Loss Notice is received by the Seller, or if a Protest Notice is received and the dispute is resolved in favor of the Indemnified Party after following the procedures set forth below, then the Escrow Agent shall cause to so notify be delivered to Buyer that portion of the indemnifying party will Escrow Shares that equals the amount sought by or awarded to the Indemnified Party. If the Indemnified Party and the Escrow Agent receive a Protest Notice within such 30-day period, the Escrow Agent shall not relieve deliver any Escrow Shares until receipt by it of liability under this Article V except written instructions (i) signed by the Seller and a duly authorized officer of the Indemnified Party; or (ii) signed by an arbitration panel that has considered and resolved such dispute as provided in Section 4(b) below, which sets forth the amount of the Escrow Shares, if any, to be delivered to the extent Indemnified Party in accordance with this paragraph. For purposes of this Agreement, (i) “Indemnifiable Loss” shall mean any Loss for which an Indemnified Party may be indemnified pursuant to Section 2 hereof, and (ii) “Loss Notice” shall mean a written notice provided by an Indemnified Party to Escrow Agent and Seller setting forth in reasonable detail the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control nature and amount of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual Indemnifiable Loss or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueIndemnifiable Loss.

Notice of Claim. Promptly Each party entitled to indemnification under this subsection 6(f) (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement such Indemnified Party has actual knowledge of any action claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or proceeding any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (including whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, Party to give notice as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party provided herein shall not relieve the Indemnifying Party of its obligations under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but subsection 6(f) unless the failure to so notify provide such notice materially prejudices the indemnifying party will not relieve it of liability under this Article V except to defense by the extent the indemnifying party is prejudiced by Indemnifying Party against such failureclaim. The indemnifying party shall have Indemnified Party may participate in such defense at such party's expense (provided that the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control counsel of the Indemnifying Party shall control the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee of such claim or Company Indemnitee, as the case may beproceeding); provided, however, that an Investor Indemnitee or Company Indemnitee the Indemnifying Party shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses pay such expense if representation of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid Indemnified Party by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying partyIndemnifying Party would, in the representation by such opinion of counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would Indemnified Party, be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee the Indemnified Party and any other party represented by such counsel in such proceeding, it being understood, however, that in such event, the Indemnifying Party shall be liable for the reasonable fees and expenses of only one counsel for the Indemnified Parties. The Investor Indemnitee or Company Indemnitee shall cooperate fully with No Indemnifying Party, in the indemnifying party in connection with any negotiation or defense of any such action claim or claim by the indemnifying party and litigation shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to an Indemnified Party, except with the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemniteesuch Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee Indemnified Party of a release from all liability in respect to of such claim or litigation. Following indemnification as provided for hereunder, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the indemnifying party shall be subrogated to all rights prior written consent of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for Indemnifying Party (which indemnification has been made. The indemnification required by this Article V consent shall not be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueunreasonably withheld).

Notice of Claim. Promptly after receipt by an Investor Indemnitee If indemnification pursuant to Section 13.1 or Company Indemnitee of Section 13.2 is sought, the party seeking indemnification (the “Indemnitee”) shall give written notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of an event giving rise to the commencement thereof; but obligation to indemnify, describing in reasonable detail the failure to so notify factual basis for such claim, and shall allow the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control and conduct the defense of the defense thereof claim or action with counsel mutually reasonably satisfactory to the Indemnitee, and cooperate with the indemnifying party and in the Investor Indemnitee or Company Indemnitee, as the case may bedefense thereof; provided, however, that an Investor the omission to give such notice to the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the Indemnitee, except to the extent that the indemnifying party is materially prejudiced by the failure to give such notice and as otherwise provided in Section 13.3; provided further that if, within the thirty (30) days following receipt of Indemnitee’s notice, the indemnifying party has not notified the Indemnitee or Company in writing of the indemnifying party’s election to assume and conduct the defense, the indemnifying party shall be deemed to have elected not to defend such claim and the Indemnitee may conduct the defense at the sole cost and expense of the indemnifying party. The Indemnitee shall have the right to retain its own employ separate counsel with to represent the Indemnitee if the Indemnitee is advised by counsel that an actual and reasonable third party fees and expenses conflict of not more than one counsel interest makes it advisable for such Investor Indemnitee or Company the Indemnitee to be represented by separate counsel and the reasonable expenses and fees of such separate counsel shall be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as not be entitled to the status of the defense or settle any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, which consent to entry of any judgment shall not be unreasonably withheld or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duedelayed.

Notice of Claim. Promptly If the claim or demand set forth in the Notice of Claim given by Indemnitee pursuant to Section 14.7 hereof is a claim or demand asserted by a third party, Indemnitor shall have fifteen business (15) days after receipt by an Investor the Date of Notice of Claim to notify Indemnitee in writing of its election to defend such third party claim or Company Indemnitee of notice demand on behalf of the commencement Indemnitee. If Indemnitor elects to defend such third party claim or demand, Indemnitee shall make available to Indemnitor and its agents and representatives all records and other materials which are reasonably required in the defense of any action such third party claim or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilitydemand and shall otherwise cooperate with, and assist Indemnitor in the defense of, such Investor third party claim or demand, and so long as Indemnitor is defending such third party claim in good faith, Indemnitee shall not pay, settle or Company Indemniteecompromise such third party claim or demand. If Indemnitor elects to defend such third party claim or demand, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Indemnitee shall have the right to 100 participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof of such third party claim or demand, at Indemnitee's own expense. In the event, however, that Indemnitee reasonably determines that representation by counsel to Indemnitor of both Indemnitor and Indemnitee may present such counsel with a potential conflict of interest that would make separate representation inadvisable under generally accepted standards of professional conduct, or where non-monetary relief is being sought against Indemnitee by a third party, then such Indemnitee may elect to defend such third party claim or demand and employ separate counsel mutually reasonably satisfactory to represent or defend it in any such action or proceeding and Indemnitor will pay the indemnifying party reasonable fees and the Investor Indemnitee or Company Indemnitee, as the case may bedisbursements of such counsel; provided, however, that an Investor Indemnitee Indemnitee's defense of such action or Company proceeding shall not limit Indemnitee's right to indemnification under this Section 14 if it is ultimately determined that indemnification is due from Indemnitor. If Indemnitor does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder at Indemnitor's expense, to retain its own counsel with the actual and reasonable defend such third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, demand; provided, however, that the indemnifying party (a) Indemnitee shall not unreasonably withholdhave any obligation to participate in the defense of, delay or condition defend, any such third party claim or demand; and (b) Indemnitee's defense of or its consent. No indemnifying party shall, without participation in the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry defense of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such third party claim or litigation. Following demand shall not in any way diminish or lessen the obligations of 101 Indemnitor under the agreements of indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by set forth in this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueSection 14.

Notice of Claim. Promptly Each party entitled to indemnification under this Section 6 (the "Indemnified Party") shall give written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement such Indemnified Party has actual knowledge of any action claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or proceeding any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (including whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, Party to give notice as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party provided herein shall not relieve the Indemnifying Party of its obligations under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but Section 6 unless the failure to so notify provide such notice materially prejudices the indemnifying party will not relieve it of liability under this Article V except to defense by the extent the indemnifying party is prejudiced by Indemnifying Party against such failureclaim. The indemnifying party shall have Indemnified Party may participate in such defense at such party's expense (provided that the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control counsel of the Indemnifying Party shall control the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee of such claim or Company Indemnitee, as the case may beproceeding); provided, however, that an Investor Indemnitee or Company Indemnitee the Indemnifying Party shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses pay such expense if representation of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid Indemnified Party by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying partyIndemnifying Party would, in the representation by such opinion of counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would Indemnified Party, be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee the Indemnified Party and any other party represented by such counsel in such proceeding, it being understood, however, that in such event, the Indemnifying Party shall be liable for the reasonable fees and expenses of only one counsel for the Indemnified Party. The Investor Indemnitee or Company Indemnitee shall cooperate fully with No Indemnifying Party, in the indemnifying party in connection with any negotiation or defense of any such action claim or claim by the indemnifying party and litigation, shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to an Indemnified Party, except with the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemniteesuch Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee Indemnified Party of a release from all liability in respect to of such claim or litigation. Following indemnification as provided for hereunder, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the indemnifying party shall be subrogated to all rights prior written consent of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueIndemnifying Party.

Notice of Claim. Promptly Losses for which Indemnitees are entitled to indemnification under this SECTION 9 shall, after receipt by an Investor the Merger, be reimbursed as determined pursuant to this SECTION 9.5. To initiate a claim, the Indemnitee or Company Indemnitee of shall deliver a notice of claim to the commencement of any action Xtrana Post-Merger Representative or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemniteethe AIC Post-Merger Representative, as applicable. The notice shall include a description in reasonable detail of the amount and nature of any Damages that the Indemnitee claims have been suffered and the amount thereof sought to be indemnified. If the party from which indemnification is sought decides to dispute the claim, it shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article Vwithin thirty (30) days after receipt of the notice or claim, deliver give counter-notice to the indemnifying Indemnitee setting forth in reasonable detail the basis for disputing the claim. If, within thirty (30) days after the giving of a counter-notice by party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party form which indemnification is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying partysought, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised parties have not reached agreement as to the status indemnification claim in question, then the claim for indemnification shall be submitted to and be settled by arbitration as provided below. If the AIC Post-Merger Representative submitted the claim, and no counter-notice is given, the AIC Indemnified Party shall receive such number of AIC Indemnification Shares that when multiplied by the Market Price is equal to the amount of the defense or any settlement negotiations with respect theretoaward, up to a maximum of the number of AIC Indemnification Shares not previously issued pursuant to this SECTION 9.5. No indemnifying party If Xtrana's Post-Merger Representative submitted the claim, and no counter-notice is given, the number of Holdback Shares shall be liable for any settlement permanently reduced by that number of any action, claim or proceeding effected without its prior written consent, provided, howevershares, that when multiplied by the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without Market Price is equal to the prior written consent amount of the Investor Indemnitee or Company Indemniteeaward, consent up to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights maximum of the Investor Indemnitee or Company Indemnitee with respect number of Holdback Shares not previously cancelled and removed from escrow as a result of indemnification awards pursuant to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueSECTION 9.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of In the commencement of any action or proceeding (including any governmental action or proceeding) involving event that Parent has incurred an Indemnified LiabilityLoss or reasonably anticipates incurring an Indemnified Loss and desires to seek indemnification with respect thereto on behalf of a Parent Indemnified Person, or the Representative or a Securityholder has incurred an Indemnified Loss or reasonably anticipates incurring an Indemnified Loss and desires to seek indemnification with respect thereto on behalf of a Shareholder Indemnified Person, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Party seeking indemnification (the “Indemnified Liability Party”) shall give reasonably prompt written notice in respect thereof is to be made against any indemnifying party under this Article V, deliver accordance with Section 10.1 to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except Representative (if and to the extent that such claim may be satisfied from the Indemnification Escrow Fund) or any other indemnifying party is prejudiced by (the “Indemnifying Party”) specifying the facts constituting the basis for such failure. The indemnifying party shall have claim and the right to participate in, andamount, to the extent the indemnifying party so desiresknown, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory claim asserted; provided, however, that the right of a Person to be indemnified hereunder shall not be adversely affected by a failure to give such notice unless, and then only to the indemnifying party and extent that, an Indemnifying Party is materially prejudiced thereby. In the Investor Indemnitee event that Parent determines in good faith that a Parent Indemnified Person is reasonably likely to incur Indemnified Losses for which a Parent Indemnified Person is entitled to indemnification hereunder, or Company Indemniteea Shareholder determines in good faith that such Shareholder is reasonably likely to incur Indemnified Losses for which such Shareholder Indemnified Person is entitled to indemnification hereunder, a Parent Indemnified Person or Shareholder Indemnified Persons, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right be entitled to retain its own counsel with submit a claim for indemnification for reasonably anticipated Indemnified Losses in advance of the actual and reasonable third party fees and expenses incurrence by any such Persons of not more than one counsel for the same, whether to preserve such Investor Indemnitee Person’s rights to assert a claim prior to the expiration of an applicable survival period with regard to the underlying matter, to preserve such Person’s set-off rights or Company Indemnitee to be paid by the indemnifying party, if, rights in the reasonable opinion Indemnification Escrow Agreement or otherwise, but no such Person shall be entitled to actually collect indemnification in respect of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee claim unless and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of until any such action reasonably anticipated Indemnified Losses are actually incurred (whether before or claim after any applicable survival period) by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee a Parent Indemnified Person or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defenseShareholder Indemnified Person, as and when bills are received and payment therefor is duethe case may be.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by an Investor Indemnitee When a Party to this Agreement receives notice or Company Indemnitee otherwise becomes aware of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a Claim which that Party determines may give rise to a claim for an indemnification from another Party, that Party (in this Section, the "Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver Party") shall give prompt notice to the indemnifying party other Party (in this Section, the "Indemnifier"), including a written notice copy of such Claim (in this Section, the "Notice of Claim"). Following receipt by the Indemnifier of a Notice of Claim, the Indemnifier shall be entitled to make a reasonable investigation of the commencement thereof; but Claim, as the failure to so notify Indemnifier considers necessary or desirable at its sole cost and expense. For the indemnifying party will not relieve it purpose of liability under this Article V except such investigation, the Indemnified Party shall make available to the extent Indemnifier all information concerning the indemnifying party is prejudiced Claim or relied upon by such failurethe Indemnified Party to substantiate the claim for indemnification. The indemnifying party Within 30 days following receipt by the Indemnifier of a Notice of Claim, the Indemnifier shall have the right elect to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to either (a) assume control of and proceed in a diligent manner with the defense thereof investigation, defence, or settlement of the Claim, including choice of counsel and other advisors, in consultation with counsel mutually reasonably satisfactory the Indemnified Party or (b) direct the Indemnified Party to do so, at the Indemnifier's sole cost and expense. Subject to the indemnifying party and next sentence, the Investor Indemnitee or Company Indemnitee, as Party assuming the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have defence of the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifClaim shall, in the reasonable opinion of counsel retained by the indemnifying partyits discretion, the representation by acting reasonably, do such counsel of the Investor Indemnitee acts and things and conduct such negotiations, take or Company Indemnitee defend such proceedings, and the indemnifying party would be inappropriate due to actual or potential differing interests between make such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully settlement as it deems advisable with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish respect to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claimClaim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations Except with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee Indemnified Party, the Indemnifier shall not settle or Company Indemnitee, consent to entry of compromise any judgment Claim or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all admit liability in respect to such claim thereof or litigation. Following indemnification as provided for hereunder, disclose the indemnifying party shall be subrogated to all rights existence of the Investor Indemnitee indemnity, other than as may be required in defence of a court action, in respect of matters arising out of or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter indemnities contained in Section 8.1 or 8.2. If the Indemnified Party shall withhold its consent to any compromise or settlement recommended by the Indemnifier, the Indemnified Party shall thereafter be responsible for all further defence costs (provided that if the ultimate disposition of the Claim results in an outcome more favourable than the compromise or settlement proposed by the Indemnifier, the Indemnifier shall be liable for and shall indemnify the Indemnified Party for all such defence costs), and, should the ultimate disposition of the Claim result in an outcome less favourable than the compromise or settlement proposed by the Indemnifier, the Indemnified Party shall be solely responsible for the difference between the ultimate result and the compromise or settlement not accepted. Each Party shall cooperate with the other fully in respect of any Claim, including providing each other on an ongoing basis with all information which indemnification has been mademay be relevant to the Indemnified Party's or the Indemnifier's liability hereunder and supplying copies of all relevant documentation promptly, as it becomes available, and each shall make available such witnesses as are under its control. The indemnification required by this Article V Any payment shall be made where practically possible to give effect to any tax savings. Notwithstanding anything contained in this Article 8, the indemnities provided under this Article 8 shall not extend to any debt, cost, expense, claim or demand for which insurance proceeds have been recovered by periodic payments the Indemnified Party under Project insurance policies which are placed for the benefit of the amount thereof during Project and the course Parties pursuant to the Development Management Agreement. Subject to the exceptions in Section 8.1 and 8.2, for the purposes of the investigation benefit of the indemnities and limitations of liability set out in this Article 8, the City is hereby acting as agent or defensetrustee on behalf of and for the benefit of its elected officials, directors, officers, employees and agents, and CSERELP and CSEC are hereby acting as agent or trustee on behalf of and when bills are received for the benefit of their respective directors, officers, employees and payment therefor is dueagents.

Notice of Claim. Promptly after An Indemnitee shall, within ten (10) Business Days of the receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any legal action or proceeding (including of any governmental action or proceeding) involving an Indemnified Liability, claims against such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is of which indemnification will be sought, notify Contractor in writing thereof. Failure of the Indemnitee to be made against any indemnifying give such notice will not reduce the liability of the other party under this Article V, deliver providing such indemnity ("Indemnitor") unless and to the indemnifying party extent Indemnitor can demonstrate that it is precluded from defending such claim or litigation as a written notice result of the commencement thereof; but failure of the Indemnitee to give such notice to Indemnitor. In any case, the failure to so notify shall not relieve Indemnitor from any liability that it may have to such Indemnitee otherwise than under the indemnifying party indemnity agreements contained in this Article 16. In case any such claim or legal action shall be made or brought against an Indemnitee and such Indemnitee shall notify Indemnitor thereof, Indemnitor may, or if so requested by such Indemnitee, shall assume the defense thereof, without any reservation of rights and after notice from Indemnitor to such Indemnitee of an election to assume the defense thereof and approval by the Indemnitee of such counsel, and Indemnitor will not relieve it of liability be liable to such Indemnitee under this Article V except to the extent the indemnifying party is prejudiced 16 for any legal fees or expenses subsequently incurred by such failureIndemnitee in connection with the defense thereof. The indemnifying party No Indemnitee shall have settle any indemnified claim over which Indemnitor has not been afforded the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, opportunity to assume control of the defense thereof with counsel mutually reasonably satisfactory to without Indemnitor's reasonable approval. Indemnitor shall control the indemnifying party and settlement of all claims over which it has assumed the Investor Indemnitee or Company Indemnitee, as the case may bedefense; provided, however, that an Investor Indemnitor shall not conclude any settlement which shall not be unreasonably withheld or destroyed without the prior approval of the Indemnitee. The Indemnitee shall provide reasonable assistance to Indemnitor, at Indemnitor's expense, in connection with such legal action or Company claim. Notwithstanding anything to the contrary in this Article 16.6, the Indemnitee shall have the right right, at its expense, to retain its own counsel to monitor and consult with the actual and reasonable third party fees and expenses of not more than one Indemnitor's counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such legal action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, ; provided, however, that if counsel for Indemnitor has an actual conflict with the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent interests of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duemay retain counsel at Indemnitor's expense.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of An Indemnified Party shall provide the Indemnifying Party with written notice of any actual or potential Losses in respect of which indemnification may be sought under this Article VII (a “Claim Notice”) promptly after the commencement Indemnified Party becomes aware of any action such Losses. Such Claim Notice shall describe the actual or proceeding (including any governmental action or proceeding) involving an potential Losses, to the Indemnified LiabilityParty’s knowledge, such Investor Indemnitee or Company Indemniteein reasonable detail based on the information then reasonably available, as applicable, shallshall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that has been or may be sustained by the Indemnified Party. The Indemnifying Party acknowledges that the Indemnified Party may have incomplete knowledge of an Action or the associated Losses or of the facts and circumstances underlying such Action or Losses at the time that a Claim Notice in connection therewith is delivered to the Indemnifying Party and that any Claim Notice provided hereunder may reflect such incomplete knowledge. Any information provided to the Indemnifying Party in connection with a Claim Notice is disclosed solely for purposes of making a claim for an Indemnified Liability in respect thereof is indemnification under this Agreement, and no information so disclosed shall be deemed to be made against an admission by any indemnifying Indemnified Party to any third party of any manner whatsoever, including of any violation of law or breach of any agreement. With respect to any documents or information that are protected by the attorney-client privilege, work product doctrine, or other privileges, the Indemnifying Party shall cooperate in good faith with the Indemnified Party to preserve the privileged status of any such document or information. Without limiting any of the foregoing cooperation obligations of the Indemnifying Party or Indemnified Party, nothing in this Agreement shall be construed to require the waiver of any Fifth Amendment or similar protection or require any action that could reasonably be expected to cause the loss of the attorney-client privilege, work-product doctrine, or other privileges as to any document, information, or communication. Any deficiency in the timeliness of the Claim Notice, or substance of the information or detail conveyed, shall not relieve the Indemnifying Party of its obligations under this Article VAgreement, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent that the indemnifying party is Indemnifying Party has been actually prejudiced by such failure. The indemnifying party shall have the right to participate indeficiency, and, and only to the extent the indemnifying party of such prejudice, so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, long as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as Claim Notice is provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueapplicable survival period set forth in Section 7.01.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement All indemnification claims in respect of any action indemnitee seeking indemnity under Sections 8.2 and 8.3 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The Indemnified Party will give the Party from whom indemnity is being sought (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or proceeding (including the discovery of any governmental action fact upon which such Indemnified Party intends to base a request for indemnification under Sections 8.2 or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee8.3, as applicable, shall, if a claim for an Indemnified Liability but in respect thereof is to be made against any indemnifying party under this Article V, deliver to no event will the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall Indemnifying Party be liable for any settlement Losses that result from any delay in providing such notice which materially and actually prejudices the defense of any action, such claim. Each Indemnification Claim Notice must contain a description of the claim or proceeding effected without its prior written consent, provided, however, and the nature and amount of Losses (to the extent that the indemnifying party shall not unreasonably withholdnature and amount of such Losses are known at such time). Together with the Indemnification Claim Notice, delay or condition its consentthe Indemnified Party will furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in connection with the claim. No indemnifying party shall, without A failure by the prior written consent Indemnified Party to give notice of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include claim as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V Section 8.5 shall be not limit the obligation of the Indemnifying Party under this ARTICLE 8, except (a) to the extent any admission or statement made by periodic payments the Indemnified Party materially prejudices the defense of such claim and (b) as provided in Section 8.1. The Indemnifying Party shall reply to an Indemnification Claim Notice by providing written notice to the Indemnitee as to whether the Indemnifying Party agrees or disagrees that the claim asserted is a valid claim for indemnification hereunder and agrees or disagrees as to the amount of the amount thereof during Losses in such Indemnification Claim Notice. If the course Indemnifying Party does not dispute the validity of the investigation claim and the amount of the Losses asserted in the Indemnification Claim Notice, then the Indemnifying Party shall pay the claimed amount of the Losses within [***] of receipt of the Indemnification Claim Notice. If the Indemnifying Party disagrees with the validity of the claim or defensethe amount of the Losses in the Indemnification Claim 45 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMISSIONS ARE DESIGNATED [***] Notice, as then the claim will be considered a disputed claim to be resolved by the Indemnitee and when bills are received the Indemnifying Party in accordance with this Article 8 and payment therefor is dueSection 9.2 hereof.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article VIX, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V IX except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V IX shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by Any indemnified party (an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding“Indemnitee”) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if making a claim for indemnification pursuant to Section 8.2 or Section 8.3 (a “Claim”) must give the party from whom indemnification is sought (an Indemnified Liability “Indemnitor”) written notice (and in respect thereof is the case of the Sellers, all such notices to or from the Sellers shall be given to or made against any indemnifying party under this Article Vby the Stockholders’ Representative) of such claim describing such claim and the nature and amount of such Loss, deliver to the indemnifying party extent that the nature and amount thereof are determinable at such time (a “Claim Notice”) promptly after the Indemnitee has knowledge of, receives any written notice of any Action against or involving the commencement thereofIndemnitee by a third party or otherwise discovers the Liability, obligation or facts giving rise to such claim for indemnification; but provided, that the failure to so notify the indemnifying party or delay in notifying an Indemnitor will not relieve it the Indemnitor of liability under this Article V its obligations pursuant to Section 8.2 or Section 8.3, except to the extent the indemnifying party Indemnitor is actually prejudiced by as a result of such failurefailure or delay. The indemnifying party shall have the right to participate in, andClaim Notice must (i) include, to the extent the indemnifying party so desiresreasonably practicable, jointly with any other indemnifying party similarly noticeda non-binding, to assume control preliminary estimate of the defense thereof with counsel mutually reasonably satisfactory amounts of the Indemnitee’s Losses, and (ii) describe in reasonable detail the then known facts relating to the indemnifying party Losses included in the amount so stated and the Investor nature of the Claim; provided that the Claim Notice need only specify such information to the knowledge of Indemnitee as of the date of the Claim Notice, shall not limit any of the rights or Company remedies of any Indemnitee, and may be updated and amended from time to time by the Indemnitee by delivering an updated or amended Claim Notice to Indemnitor as long as such update or amendment is received by the case may beIndemnitor prior to the Objection Date and does not assert new claims for indemnification and only asserts bases for liability arising from the underlying facts set forth in the original Claim Notice to which the update or amendment relates (it being understood that the Indemnitor’s receipt of any such update or amendment shall extend the Objection Date by ten (10) days); provided, howeverfurther that no Indemnitee’s rights and remedies shall be prejudiced as a result of limitations on disclosure in such Claim Notice, that an Investor Indemnitee including any updates or Company Indemnitee shall have amendments thereto, where such limitations are made in good faith to preserve the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying partyattorney-client privilege, the representation by such counsel of the Investor Indemnitee work product doctrine or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, privileges; provided, howeverfurther, that the indemnifying party Indemnitee shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without at the prior written consent time of delivery of the Investor Indemnitee Claim Notice notify the Indemnitor that it has so limited its disclosure and thereafter shall cooperate with the Indemnitor and use commercially reasonable efforts to cause such limitation to be removed and the applicable information provided to the Indemnitor or Company Indemnitee, consent its Representatives in a manner that would not reasonably be expected to entry result in any waiver of any judgment privilege (including by entering into a common interest or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duejoint defense agreement).

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee under this Article V of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, Indemnitee shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, V deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except unless and to the extent the indemnifying party is prejudiced did not otherwise learn of such action and such failure results in the forfeiture by such failurethe indemnifying party of substantial rights and defenses. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duereceived.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee under this Article V of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, Indemnitee shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver V Article Vdeliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article VArticle V except unless and to the extent the indemnifying party is prejudiced did not otherwise learn of such action and such failure result in the forfeiture by such failure. the indemnifying party of substantial rights and defenses and will not, in any event, relieve the indemnifying party from any obligations provided in this Article VArticle V. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article VArticle V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duereceived.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemniteelndemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee lndemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee lndemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee lndemnitee or Company Indemnitee lndemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee lndemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee lndemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee lndemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee lndemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by an Investor Indemnitee In the event that Purchaser seeks indemnification on behalf of a Purchaser Indemnified Person, or Company Indemnitee Xxxxxx seeks indemnification on behalf of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an a Xxxxxx Indemnified LiabilityPerson, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Party seeking indemnification (the “Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver Party”) shall give reasonably prompt written notice to the indemnifying party a written notice of Party (the commencement thereof; but “Indemnifying Party”) specifying the failure to so notify facts constituting the indemnifying party will not relieve it of liability under this Article V except to basis for such claim and the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, andamount, to the extent the indemnifying party so desiresknown, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may beclaim asserted; provided, howeverthat the right of a Person to be indemnified hereunder shall not be adversely affected by a failure to give such written notice unless, that and then only to the extent that, an Investor Indemnitee or Company Indemnitee Indemnifying Party is actually and materially prejudiced thereby. Subject to the terms of this Agreement, the Indemnifying Party shall have the right thirty (30) days after its receipt of such written notice to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for make such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense investigation of any claim of Losses that do not result from a Third Person Claim (a “Direct Claim”) as the Indemnifying Party deems necessary or desirable and respond in writing to such action or claim by Direct Claim. In order to conduct such investigation the indemnifying party Indemnified Party will, promptly upon request, make all relevant records and shall furnish to the indemnifying party all information reasonably personnel available to the Investor Indemnitee or Company Indemnitee which relates Indemnifying Party as reasonably required by the Indemnifying Party to fully investigate the claims. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted full responsibility for all Losses relating to such action or claim. The indemnifying party Direct Claim and shall keep pay the Investor Indemnitee or Company Indemnitee reasonably apprised as amount of Losses relating to such Direct Claim to the status Indemnified Party within five (5) days after such thirty (30)-day period. If an Indemnified Party disputes such claim within such 30-day period and the Indemnified Party and the Indemnifying Party do not agree to the validity and/or amount of such disputed claim, no payment will be made in respect of the defense disputed claim until it is definitively resolved, whether by final, non-appealable adjudication of such matter or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that agreement between the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without Indemnified Party and the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueIndemnifying Party.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice If (i) any of the commencement Parent Indemnified Parties believes that it has suffered or incurred any indemnifiable Loss, it shall notify the Escrow Agent and the Stockholder Representative promptly in writing, and in any event within the Escrow Indemnity Period, describing such indemnifiable Loss, all with reasonable particularity and containing a reference to the provision of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability this Agreement in respect thereof is to be made against of which such indemnifiable Loss shall have occurred or (ii) any indemnifying party under this Article Vof the Company Securityholder Indemnified Parties believes that it has suffered or incurred any indemnifiable Loss, deliver it shall notify Parent promptly in writing, and in any event within the Escrow Indemnity Period, describing such indemnifiable Loss, all with reasonable particularity and containing a reference to the indemnifying party provision of this Agreement in respect of which such indemnifiable Loss shall have occurred (any notice delivered pursuant to foregoing clause (i) or (ii), a written notice of “Claim Notice”). In any event, a failure or delay in notifying the commencement thereof; but applicable parties pursuant to this Section 8(e) shall not affect the failure indemnified party’s right to so notify the indemnifying party will not relieve it of liability under this Article V indemnity, except only to the extent such failure or delay materially and adversely prejudices the indemnifying party is prejudiced by such failureability to defend against any legal action. The indemnifying party shall have the right sixty (60) days after its receipt of such notice to participate in, and, respond in writing to the extent the indemnifying a Claim Notice. The indemnified party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to shall allow the indemnifying party and its Representatives to investigate the Investor Indemnitee matter or circumstance alleged to give rise to the Claim Notice, and whether and to what extent any amount is payable in respect of the Claim Notice and the indemnified party shall assist the indemnifying party’s investigation by giving such information and assistance as the indemnifying party or its Representatives may reasonably request. If the indemnifying party does not so respond within such sixty (60) day period, the indemnifying party shall be deemed to have rejected such claim, in which case the indemnified party shall be free to pursue such remedies as may be available to the indemnified party on the terms and subject to the provisions of this Agreement. For the avoidance of doubt, in each case where the “indemnified party” or the “indemnifying party” is, collectively, the Company IndemniteeSecurityholder Indemnified Parties, then in each such case all references to such indemnified party or indemnifying party, as the case may be; provided, however, that in this Section 8(e) shall be deemed (except for provisions relating to an Investor Indemnitee obligation to make or Company Indemnitee shall have the a right to retain its own counsel with receive any payments) to refer to the actual and reasonable third Stockholder Representative acting on behalf of such indemnified party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueapplicable).

Notice of Claim. Promptly after receipt Any party who has a claim which would give rise to liability pursuant to this Article 8 shall give prompt notice to all other parties of such claim, together with a reasonable description thereof; provided, that Radyne and Merger Sub shall provide such notice only to the Shareholders’ Representative. With respect to any claim by an Investor Indemnitee a third party which is covered by the indemnifications contained hereunder, the party obligated to indemnify shall be afforded the opportunity, at its expense, to defend or Company Indemnitee settle such claim if, within 10 days of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilitythereof, such Investor Indemnitee or Company Indemniteeit acknowledges in writing its indemnification obligation hereunder, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with utilizes counsel mutually reasonably satisfactory to the indemnifying party indemnified party, commences such defense promptly and the Investor Indemnitee or Company Indemnitee, as the case may bepursues such defense with diligence; provided, however, that such indemnifying party shall secure the consent of the indemnified party to any settlement, which consent shall not be unreasonably withheld, unless the amount of the settlement (together with other settlements) is below the Indemnity Basket. If an Investor Indemnitee or Company Indemnitee indemnified party defends any claim hereunder, such party shall have use reasonable efforts in such defense to mitigate Losses arising thereunder, and shall not settle any claim without the right to retain its own counsel with the actual and reasonable third party fees and expenses consent of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifwhich shall not be unreasonably withheld; provided, in the reasonable opinion of counsel retained that any consent by the indemnifying Shareholders’ Representative shall constitute adequate consent on behalf of any Xicom Shareholder under this Section 8.4. Notwithstanding the foregoing, (i) if a claim seeks relief other than the payment of monetary damages; (ii) if the subject matter of a claim relates to the ongoing business of the indemnified party (including with * Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request. out limitation, any relationship with continuing suppliers, customers or other persons or entities with whom the indemnified party does business), which claim, if decided against the indemnified party, could materially adversely affect the representation by such counsel ongoing business or reputation of the Investor Indemnitee indemnified party or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates its relationship to such action other party; or claim. The indemnifying (iii) the indemnified party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations may not be fully indemnified with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim, then, in each such case, the indemnified party alone shall be entitled to contest, defend and settle such claim in the first instance and, if the indemnified party does not contest, defend or litigation. Following indemnification as provided for hereundersettle such claim, the indemnifying party shall be subrogated then have the right to all rights contest and defend such claim, but not settle such claim without the consent of the Investor Indemnitee or Company Indemnitee with respect to all third partiesindemnified party, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall consent will not be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueunreasonably withheld.

Notice of Claim. Promptly after receipt by an Investor Indemnitee If any claim is made or Company Indemnitee of notice of the commencement of any suit or action or proceeding (including any governmental action or proceeding) involving is commenced against an Indemnified LiabilityParty in respect of which indemnification may be sought under this Section 5.1, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to Party shall give the indemnifying party a Indemnifying Party written notice thereof promptly, but in any event no later than thirty (30) days after the Indemnified Party becomes aware of the commencement thereof; but such claim, suit or action, provided that the failure to so notify the indemnifying party will Indemnifying Party within such thirty (30) day period shall not relieve it the Indemnifying Party of liability its indemnification obligations under this Article V Section 5.1, except to the extent that such failure actually and materially prejudices the indemnifying party is prejudiced by such failureIndemnifying Party. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, Indemnifying Party will be entitled to assume control of the defense thereof and to take over and control the settlement thereof (with counsel mutually reasonably satisfactory to the indemnifying party Indemnified Party) at the Indemnifying Party’s cost and expense by giving written notice of its intention to do so to the Indemnified Party within thirty (30) days after receipt by the Indemnifying Party of notice of the claim, suit or action. If the Indemnifying Party assumes the defense of any claim, suit or action, it shall not settle such claim, suit or action unless the Indemnified Party consents to such settlement, which consent shall not be unreasonably conditioned, withheld or delayed unless the Indemnified Party is not being unconditionally released from all liabilities in respect of such indemnified claim. Notwithstanding the assumption by the Indemnifying Party of the defense of any claim, suit or action, the Indemnified Party will be permitted to join in the defense thereof and to employ counsel at its own cost and expense. If the Indemnifying Party fails to notify the Indemnified Party of its desire to assume the defense of any claim, suit or action or notifies the Indemnified Party that it will not assume the defense thereof, then the Indemnified Party may assume the defense thereof, at the Indemnifying Party’s cost and expense. Any compromise of, or any final judgment entered on or in, any claim, suit or action which the Indemnifying Party declines to defend in accordance with this Agreement, will be deemed to have been consented to by, and will be binding upon, the Indemnifying Party as fully as if the Indemnifying Party had assumed the defense thereof and a final judgment or decree had been entered in such suit or proceeding, or with regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgment or decree. In any case, the Indemnifying Party and the Investor Indemnitee or Company Indemnitee, as Indemnified Party shall cooperate (at no cost to the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, Indemnified Party) in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation settlement or defense of any such action claim, suit or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after 14.3 Notice of Claim Each indemnified party hereunder agrees that promptly upon its discovery of any event, occurrence, fact, circumstances or other matter which, in its reasonable judgment, gives rise to a claim for indemnity under the provisions of this Agreement, including receipt by an Investor Indemnitee or Company Indemnitee it of notice of the commencement of any action or proceeding (including any governmental demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (any such third party action being collectively referred to herein as a “Claim”) involving an Indemnified Liabilitywith respect to any matter as to which it is entitled to indemnity under the provisions of this Agreement, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability it will give prompt notice thereof in respect thereof is to be made against any indemnifying party under this Article V, deliver writing to the indemnifying party together with a written notice statement of the commencement thereof; but the failure such information respecting such Claim as it shall then have and that such Claim is one as to which such party is entitled to indemnification under this Agreement. The omission of any indemnified party so to notify an indemnifying party of any such Claim shall not relieve the indemnifying party will not relieve from any liability in respect of such Claim which it may have otherwise had to such indemnified party on account of liability under this Article V any damages which are the subject of such Claim except and only to the extent that the indemnifying party is prejudiced by such failure. The thereby, and in no event shall the indemnifying party be relieved of any other liability which it may have to such indemnified party pursuant to this Agreement. Upon receiving such notice, the indemnifying party, at its election, shall have the right to participate indefend against and settle such Claim (any such settlement shall occur only with the written consent of the indemnified party, andwhich consent shall not be unreasonably withheld), by counsel of its own choosing (provided that such attorneys are reasonably acceptable to the extent the indemnifying party so desiresindemnified party), jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by at the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding's expense. The Investor Indemnitee or Company Indemnitee indemnified party shall cooperate fully in all respects with the indemnifying party in connection with any negotiation or defense of any such action or claim defense, including, without limitation, by the indemnifying party and shall furnish making available to the indemnifying party all pertinent information reasonably under the control of or available to the Investor Indemnitee or Company Indemnitee which relates indemnified party (including consultation with, and testimony, advice and assistance of officers, employees and agents of the indemnified party having knowledge of the matters in dispute). If the named parties to such action or claimproceeding include both the indemnified party and the indemnifying party, and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, then the indemnified party shall be entitled, at the indemnifying party's reasonable cost, risk and expense, to separate counsel (provided that such counsel is reasonably acceptable to the indemnifying party). If the indemnifying party does not notify the indemnified party, within ten (10) days of the indemnified party's notice to the indemnifying party of the indemnifying party's election to defend such Claim, or if the indemnifying party fails to file any answer or other pleading before the same is due, the indemnified party may defend or settle such Claim (any such settlement shall occur only with the written consent of the indemnifying party, which consent shall not be unreasonably withheld) in such manner as the indemnified party deems appropriate, in its reasonable discretion, at the indemnifying party's reasonable cost, risk and expense. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as may defend, but not settle, a Claim without waiving its rights to assert that such Claim is not subject to the status indemnity provisions of the defense or any settlement negotiations with respect theretothis Article XIV. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that If the indemnifying party shall elects to defend a Claim, the indemnified party may, at the indemnified party's expense, participate in such matter with counsel of the indemnified party's own choosing, provided such participation does not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without interfere with the prior written consent defense of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueClaim.

Notice of Claim. Promptly after receipt by an Investor Indemnitee (a) In the event that subsequent to the Closing the Buyer Indemnified Party or Company Indemnitee of Securityholder Indemnified Party, as applicable (each, an “Indemnified Party”), may give notice of the commencement of a claim for indemnification hereunder, whether for their respective own Damages or for Damages incurred by any action or proceeding (including any governmental action or proceeding) involving an other Buyer Indemnified Liability, such Investor Indemnitee Party or Company IndemniteeSecurityholder Indemnified Party (as applicable), and such Indemnified Party shall give written notice of a claim for indemnification hereunder (a “Notice of Claim”) in respect thereof to the Holders Representative, on behalf of the Company Securityholders, or to the Buyer, as applicable (each of the Company Securityholders (other than the holders of Minor ISOs and Exercised Minor EMI Options (collectively)) and the Buyer, as applicable, shallan “Indemnifying Party”), if a after such Indemnified Party becomes aware of the existence of any claim by any Buyer Indemnified Party or Company Securityholder Indemnified Party for an Indemnified Liability in respect thereof is to be made against any indemnifying party indemnification under this Article VVIII, deliver which Notice of Claim shall be given promptly if it relates to a Third-Party Claim, arising from or relating to: (i) any matter specified in Sections 8.3 or 8.4; or (ii) the indemnifying assertion, whether orally or in writing, against any Buyer Indemnified Party or Company Securityholder Indemnified Party (as applicable) of a Claim brought by a third party against a written notice Buyer Indemnified Party or Company Securityholder Indemnified Party (as applicable) (in each such case, a “Third-Party Claim”) that is based on, arises out of or relates to any matter specified in Sections 8.3 or 8.4. (b) Each Notice of Claim by an Indemnified Party given pursuant to this Section 8.5 shall contain the commencement thereof; but following information: (i) that a Buyer Indemnified Party or Company Securityholder Indemnified Party (as applicable) has directly or indirectly incurred, paid or properly accrued or, in good faith, reasonably believes it shall have to directly or indirectly incur, pay or accrue, Damages in an aggregate stated amount arising from such Claim (which amount may be an estimated amount and may be the failure amount of damages claimed by a third party in an action brought against any Buyer Indemnified Party or Company Securityholder Indemnified Party (as applicable)) based on alleged facts, which if true, would give rise to so notify the indemnifying party will not relieve it of liability for Damages to such Buyer Indemnified Party or Company Securityholder Indemnified Party (as applicable) under this Article V except VIII; and (ii) a description, in reasonable detail (to the extent reasonably available to Buyer Indemnified Party or Company Securityholder Indemnified Party (as applicable)), of the indemnifying facts, circumstances or events giving rise to the alleged Damages based on such Indemnified Party’s good faith reasonable belief thereof, including the identity and address of any third-party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, claimant (to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to such Indemnified Party) and copies of any formal demand or complaint, the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as amount of Damages (to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any actionextent known), claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.61

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee indemnified party under this Section 12 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilityaction, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof indemnified party shall notify each party against whom indemnification is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice sought in writing of the commencement thereof; thereof (but the failure to so notify the an indemnifying party will shall not relieve it of from any liability which it may have under this Article V Section 12 except to the t e extent the that such indemnifying party is has been materially prejudiced by such failure). The In case any such action is brought against any indemnified party, and it notifies an indemnifying party or parties of the commencement thereof, the indemnifying party or parties shall be entitled to participate therein, and to the extent it or they may elect by written notice delivered to the indemnified party or parties promptly after receiving the aforesaid notice from such indemnified party or parties, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, an indemnified party shall have the right to participate inemploy its own counsel in any such case, and, to but the extent fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party so desires, jointly or parties in connection with any other the defense of such action at the expense of the indemnifying party similarly noticedor parties, (ii) the indemnifying party or parties shall not have employed counsel reasonably satisfactory to assume control such indemnified party to have charge of the defense thereof with counsel mutually of such action within a reasonable time after notice of commencement of the action or (iii) such indemnified party shall have reasonably satisfactory concluded that there may be one or more defenses available to it which are different from or additional to those available to one or all of the indemnifying party and parties (in which case the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee indemnifying parties shall not have the right to retain its own counsel with direct the actual and reasonable third defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses of not one additional counsel (in addition to appropriate local counsel) shall be borne by the indemnifying parties. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to appropriate local counsel) separate from their own counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party all indemnified parties in connection with any negotiation or defense of any such one action or claim by separate but similar or related actions in the indemnifying party and shall furnish same jurisdiction arising out of the same general allegations or circumstances. Anything in this Section 12 to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The contrary notwithstanding, an indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall not be liable for any settlement of any action, claim or proceeding action effected without its prior written consent, ; provided, however, that the indemnifying party shall such consent may not be unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duewithheld.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of The indemnified party shall promptly notify the commencement indemnifying party in writing in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under this Section 12. If such claim, demand, action or proceeding is a third party claim, demand, action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilitya “Third Party Claim”), such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the extent the indemnifying party is prejudiced by such failureindemnified party. The indemnifying indemnified party shall have the right to participate inparticipate, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain at its own counsel expense, with the actual and reasonable third party fees and expenses of not more than one counsel for respect to any such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceedingThird Party Claim. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in In connection with any negotiation or defense of any such action or claim by Third Party Claim, the indemnifying party parties shall cooperate with each other and shall furnish provide each other with access to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect theretorelevant books and records in their possession. No indemnifying party such Third Party Claim shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, settled without the prior written consent of the Investor Indemnitee indemnified party. Notwithstanding the foregoing, if the indemnified party determines in good faith that any Third Party Claim, or Company Indemniteethe conduct of the defense or settlement thereof, could have a substantial adverse effect on the indemnified party’s relationship with any Governmental Authority or important supplier or customer, or that the indemnified party may have available to it one or more defenses or counterclaims that are conflicting with one or more of those which may be available to, or asserted by the indemnifying party in respect of such Third Party Claim, the indemnified party shall have the right to take over and assume control of the defense, settlement, negotiations or litigation relating to such claim, and the indemnifying party shall be responsible for the cost of such defense. No such Third Party Claim shall be settled without the prior written consent of the indemnifying party which consent shall not be unreasonably withheld, delayed or conditioned. The party controlling the defense of any Third Party Claim shall not consent to entry of any judgment or enter into any settlement that provides for injunctive or other compromise which monetary relief affecting the other party or that does not include as an unconditional a term thereof the giving by each claimant to the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of other parties a complete release from all liability in liabilities with respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if Any Person making a claim for an Indemnified Liability in respect thereof is indemnification pursuant to be made against any indemnifying party under this Article V, deliver to VI (an "Indemnified Party") must give the indemnifying party a Party or Parties from whom indemnification is sought (an "Indemnifying Party") written notice of such claim (an "Indemnification Claim Notice") promptly after the commencement thereofIndemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim (a "Proceeding") against or involving the Indemnified Party by a Government Entity or other third party, or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification; but provided, that the failure to so notify the indemnifying party or delay in notifying an Indemnifying Party will not relieve it the Indemnifying Party of liability under its obligations pursuant to this Article V VI, except to the extent that such failure actually xxxxx the indemnifying party is prejudiced by Indemnifying Party. Such notice must contain a description of the claim and the nature and amount of such failure. The indemnifying party shall have the right to participate in, and, Loss (to the extent that the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control nature and amount of such Loss is known or reasonably ascertainable at such time). In the defense thereof with counsel mutually reasonably satisfactory event that an Indemnification Claim Notice is delivered to the indemnifying party and Controlling Sellers' Representative within the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee Survival Period with respect to all third partiesa claim for indemnification pursuant to this Article VI, firms or corporations relating (i) if such Indemnification Claim Notice indicates the reasonably ascertainable amount of such Loss, then an amount equal to the matter for which indemnification has been made. The indemnification required by amount of such Loss (including the entire unpaid principal amount of the Note and any interest accrued but unpaid thereon at such time in the event that the amount of such Loss exceeds the unpaid principal amount of the Note and any interest accrued but unpaid thereon at such time) shall not be paid on the Note in accordance with the terms thereof until the final resolution of such claim under this Article V VI, and (ii) if such Indemnification Claim Notice relates to an Unquantifiable Claim, then the amount to be withheld from the Note pending resolution of such claim shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duedetermined in accordance with Section 1.10 hereof.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of If any action is brought against any person entitled to indemnification pursuant to Section 10.1 or proceeding Section 10.4 (including any governmental action a "Claimant") in respect of a claim under Section 10.1 or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company IndemniteeSection 10.4, as applicableapplicable (an "Indemnifiable Claim"), shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so Claimant shall promptly notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee Purchaser or Company IndemniteeSeller, as the case may be, in writing of the institution of such action (but the failure so to notify shall not relieve Seller or Purchaser, as the case may be (the "Indemnifying Party") from any liability the Indemnifying Party may have except to the extent such failure materially prejudices the Indemnifying Party). With the prior written consent of the Claimant, the Indemnifying Party may assume and direct the defense of such action, including the employment of counsel, and all fees, costs and expenses incurred in connection with defending or settling the Indemnifiable Claim shall be borne solely by the Indemnifying Party; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party Indemnifying Party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, compromise any claim without the prior written consent of the Investor Indemnitee Claimant, which consent shall not be unreasonably withheld; provided, further that notwithstanding the foregoing, Purchaser may assume the defense or Company Indemnitee, consent to entry prosecution of any judgment such claim, suit, demand or enter into any settlement Proceeding, at the cost of the Indemnifying Party, if it reasonably believes that such assumption is necessary or other compromise which does appropriate to assure that its right or ability to service a material portion of its mortgage loans and servicing rights (including the Mortgage Loans or Servicing Rights) or its method of doing business or its authority and approvals to service or its reputation, goodwill, financing condition or business are not include as an unconditional term thereof the giving materially impaired. Notwithstanding a request by the claimant Indemnifying Party to assume the defense of such action or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunderProceeding, the indemnifying party Claimant shall be subrogated have the right to all rights employ separate counsel and to participate in the defense of such action or Proceeding, and the Investor Indemnitee or Company Indemnitee with respect to all third partiesIndemnifying Party shall bear the reasonable fees, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V costs and expenses of such separate counsel (and shall be made by periodic payments of the amount thereof during the course of the investigation or defensepay such fees, as costs and when bills are received and payment therefor is dueexpenses at least quarterly).

Notice of Claim. Promptly after After receipt by an Investor Indemnitee the Purchaser Indemnified Parties or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Seller Group Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company IndemniteeParties, as the case may be; providedbe (the “Indemnified Party”), howeverof notice, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying partydiscovery, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim proceeding, claim, demand, or proceeding effected without its prior potential claims, which could give rise to a right of indemnification pursuant to Section 10.3, as applicable (any of which is individually referred to as a “Claim”), Indemnified Party shall give the other party (the “Indemnifying Party”) written consent, provided, however, notice describing the Claim in reasonable detail; provided that no delay by the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any Liability hereunder unless (and solely to the extent that) the Indemnifying Party’s position is actually prejudiced by such a delay. In the event that the indemnifying Indemnifying Party notifies the Indemnified Party, within 30 days after such notice that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the Claim with counsel of its choice, provided such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its or their sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses for the separate co-counsel to the extent the Indemnifying party shall concludes reasonably that the counsel selected by the Indemnifying Party has a conflict of interest), (iii) the Indemnified Party will not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to the entry of any judgment or enter into any settlement with respect to the Claim without the written consent of the Indemnifying Party and (iv) Indemnifying Party will not consent to the entry of any judgment with respect to the Claim, or other compromise enter into any settlement which does not include as an unconditional term thereof a provision whereby plaintiff or claimant in the giving by matter releases the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release Indemnified Party from all liability in Liability with respect to such claim or litigationthereto, without the prior written consent of the Indemnified Party. Following indemnification as provided for hereunderIn the event that the Indemnifying Party does not notify the Indemnified Party within 30 days after the Indemnified Party has given notice of the Claim that the Indemnifying Party is assuming the defense thereof, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee Indemnified Party may defend against, or Company Indemnitee enter into any settlement with respect to all third partiesto, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of Claim in any manner the amount thereof during Indemnified Party reasonably deems appropriate, at the course of the investigation or defense, as Indemnifying Party’s sole cost and when bills are received and payment therefor is dueexpense (including attorney’s fees).

Notice of Claim. Promptly after receipt by an Investor Indemnitee Indemnitee, Armada Indemnitee, or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee Indemnitee, Armada Indemnitee, or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article VVI, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V VI except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee Indemnitee, Armada Indemnitee, or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee Indemnitee, Armada Indemnitee, or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee, Armada Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee, Armada Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee, Armada Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee, Armada Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee, Armada Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee, Armada Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee, Armada Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee, Armada Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee, Armada Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, ; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is dueude.

Notice of Claim. Promptly after receipt by When an Investor Indemnitee or Company Indemnitee of Indemnified Party receives written notice of a claim which the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if Party determines may give rise to a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party indemnification under this Article VAgreement (the “Claim”), deliver the Indemnified Party shall give prompt notice to the indemnifying party Indemnifier, including details of such Claim and, if applicable, a written notice copy of such Claim (the “Notice of Claim”). Following receipt by the Indemnifier of a Notice of Claim, the Indemnifier shall be entitled to make a reasonable investigation of the commencement thereof; but Claim, as the failure to so notify Indemnifier considers necessary or desirable at its sole cost and expense. For the indemnifying party will not relieve it purpose of liability under this Article V except such investigation, the Indemnified Party shall make available to the extent Indemnifier all information concerning the indemnifying party is prejudiced Claim or relied upon by such failurethe Indemnified Party to substantiate the claim for indemnification. The indemnifying party Within thirty (30) days following receipt by the Indemnifier of a Notice of Claim, the Indemnifier shall have the right elect to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to either (a) assume control of and proceed in a diligent manner with the defense thereof investigation, defence, or settlement of the Claim, including choice of counsel and other advisors, in consultation with counsel mutually reasonably satisfactory the Indemnified Party or (b) direct the Indemnified Party to do so, at the Indemnifier’s sole cost and expense. Subject to the indemnifying party and next sentence, the Investor Indemnitee or Company Indemnitee, as Party assuming the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have defence of the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifClaim shall, in the reasonable opinion of counsel retained by the indemnifying partyits discretion, the representation by acting reasonably, do such counsel of the Investor Indemnitee acts and things and conduct such negotiations, take or Company Indemnitee defend such proceedings, and the indemnifying party would be inappropriate due to actual or potential differing interests between make such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully settlement as it deems advisable with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish respect to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claimClaim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations Except with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee Indemnified Party, the Indemnifier shall not settle or Company Indemnitee, consent to entry of compromise any judgment Claim or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all admit liability in respect to such claim thereof or litigation. Following indemnification as provided for hereunder, disclose the indemnifying party shall be subrogated to all rights existence of the Investor Indemnitee indemnity, other than as may be required in defence of a court action, in respect of matters arising out of or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter indemnities contained in this Agreement. If the Indemnified Party shall withhold its consent to any compromise or settlement recommended by the Indemnifier, the Indemnified Party shall thereafter be responsible for all further defence costs (provided that if the ultimate disposition of the Claim results in an outcome more favourable than the compromise or settlement proposed by the Indemnifier, the Indemnifier shall be liable for and shall indemnify the Indemnified Party for all such defence costs), and, should the ultimate disposition of the claim result in an outcome less favourable than the compromise or settlement proposed by the Indemnifier, the Indemnified Party shall be solely responsible for the difference between the ultimate result and the compromise or settlement not accepted. Each Party shall cooperate with the other fully in respect of any Claim, including providing each other on an ongoing basis with all information which indemnification has been mademay be relevant to the Indemnified Party’s or the Indemnifier’s liability hereunder and supplying copies of all relevant documentation promptly, as it becomes available, and each shall make available such witnesses as are under its control. The indemnification required by this Article V Any payment shall be made where practically possible to give effect to any tax savings. Notwithstanding anything contained in this Article 8, the indemnities provided under this Article 8 shall not extend to any debt, cost, expense, claim or demand for which insurance proceeds have been recovered by periodic payments the Indemnified Party and each Indemnified Party shall upon receiving notice of a Claim, first seek to satisfy any such Claim through its own insurance proceeds and through the amount thereof during enforcement of any other rights available to it (including any indemnities, damages claims, releases and warranties to which it is entitled) and the course of Indemnified Party shall diligently and in good faith using all commercially reasonable efforts prosecute all available insurance claims and recover to the investigation or defense, as and when bills are received and payment therefor is duefullest extent possible insurance proceeds for all Claims.

Notice of Claim. Promptly If any claim is made or any suit or action is commenced against the indemnified party in respect of which indemnification may be sought under this Section 4.1, the indemnified party shall promptly give the indemnifying party written notice thereof and the indemnifying party will be entitled to assume the defense thereof and to take over and control the settlement thereof (with counsel satisfactory to the indemnified party) at the indemnifying party's cost and expense by giving written notice of its intention to do so to the indemnified party within thirty (30) days after receipt by an Investor Indemnitee or Company Indemnitee the indemnifying party of notice of the commencement of any action claim, suit or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to action. If the indemnifying party a written notice assumes the defense of any claim, suit or action, it shall not settle such claim, suit or action unless the commencement thereof; but indemnified party consents to such settlement. Notwithstanding the failure to so notify assumption by the indemnifying party of the defense of any claim, suit or action, the indemnified party will not relieve it of liability under this Article V except be permitted to join in the extent defense thereof and to employ counsel at its own cost and expense. If the indemnifying party is prejudiced by such failurefails to notify the indemnified party of its desire to assume the defense of any claim, suit or action or notifies the indemnified party that it will not assume the defense thereof, then the indemnified party may assume the defense thereof, at the indemnifying party's cost and expense. The indemnifying party shall have the right to participate Any settlement or compromise of, or any final judgment entered on or in, andany claim, to the extent suit or action which the indemnifying party so desiresdeclines to defend in accordance with this Agreement, jointly with any other will be deemed to have been consented to by, and will be binding upon, the indemnifying party similarly noticed, to assume control of as fully as if the indemnifying party had assumed the defense thereof and a final judgment or decree had been entered in such suit or proceeding, or with counsel mutually reasonably satisfactory regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgment or decree. In any case, the indemnifying party and the Investor Indemnitee or Company Indemnitee, as indemnified party shall cooperate (at no cost to the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying indemnified party, if, ) in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation settlement or defense of any such action claim, suit or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly When a Party determines in good faith that it has a ---------------- claim or potential claim for indemnification pursuant to this Article VII it shall deliver notice thereof to the other Party at the address specified in Section 12.7. Such notice shall set forth the section or sections under this Agreement pursuant to which such claim is made and the amount or estimate of the claim and shall state, in reasonable detail, the basis for such claim. The Indemnifying Party shall have twenty (20) days after receipt by an Investor Indemnitee or Company Indemnitee of a notice of claim within which to either pay such claim or notify the commencement Indemnified Party of the Indemnifying Party's disagreement with all or a portion of said claim. If the Indemnified Party has not received notice of disagreement from the Indemnifying Party within the twenty (20) day period, the amount of the claim shall be compensible in full. If the Indemnified Party receives within the twenty (20) day period a notice of disagreement regarding only a portion of a claim, the portion of the claim not subject to disagreement shall be compensible. If the Parties are unable to resolve the validity or the amount of a claim after said twenty (20) day period, then the dispute may be resolved by arbitration to be conducted in Chattanooga, Tennessee, in accordance with the then existing rules of the American Arbitration Association, and the decision rendered by the arbitrator (who shall be selected by mutual consent by the Parties and, if the Parties are unable to agree on an arbitrator, submitted to American Arbitration Association office in Nashville, Tennessee, for resolution) shall be binding upon the Parties. Any judgment upon any action arbitration award may be entered in the highest state or proceeding (including federal court having jurisdiction thereof. In the event the Buyer makes any governmental action or proceeding) involving an Indemnified Liabilityclaim against the Escrow Funds, such Investor Indemnitee or Company Indemnitee, as applicable, the Buyer shall provide the Escrow Agent with notice in accordance with the Escrow Agreement and the Escrow Agent shall, if pending resolution of such claim, withhold payment to the Sellers of that portion of the Escrow Funds that are reasonably necessary to satisfy the claim. Nothing herein shall be deemed to prevent the Buyer from making a claim for an Indemnified Liability in respect thereof is to be made against indemnification hereunder for potential or contingent claims or demands provided the notice sets forth the specific basis for any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except such potential or contingent claim or demand to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party then feasible and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, Buyer has reasonable grounds to believe that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, a claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall demand may be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly If any claim is made or any suit or action is commenced against a party in respect of which indemnification may be sought under this Section 6.1, the indemnified party shall promptly give the indemnifying party written notice thereof and the indemnifying party will be entitled to assume the defense thereof and to take over and control the settlement thereof at the indemnifying party’s cost and expense by giving written notice of its intention to do so to the indemnified party within thirty (30) days after receipt by an Investor Indemnitee or Company Indemnitee the indemnifying party of notice of the commencement of any action claim, suit or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to action. If the indemnifying party a written notice assumes the defense of any claim, suit or action, it shall not settle such claim, suit or action unless the commencement thereof; but indemnified party consents to such settlement, which consent shall not unreasonably be withheld, conditioned or delayed. Notwithstanding the failure to so notify assumption by the indemnifying party of the defense of any claim, suit or action, the indemnified party will not relieve it of liability under this Article V except be permitted to participate in the extent defense thereof and to employ counsel at its own cost and expense. If the indemnifying party is prejudiced by such failure. The indemnifying fails to notify the indemnified party shall have of its desire to assume the defense of any claim, suit or action or notifies the indemnified party that it will not assume the defense thereof, then the indemnified party may assume the defense thereof, subject to the right to participate seek recovery of its costs and expenses from the indemnifying party. Any settlement or compromise of, or any final judgment entered on or in, andany claim, to the extent suit or action which the indemnifying party so desiresdeclines to defend in accordance with this Agreement, jointly with any other will be deemed to have been consented to by, and will be binding upon, the indemnifying party similarly noticed, to assume control of as fully as if the indemnifying party had assumed the defense thereof and a final judgment or decree had been entered in such suit or proceeding, or with counsel mutually reasonably satisfactory regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgment or decree. In any case, the indemnifying party and the Investor Indemnitee or Company Indemnitee, as indemnified party shall cooperate (at no cost to the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying indemnified party, if, ) in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation settlement or defense of any such action claim, suit or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly Contractor's Indemnitees and Company's Indemnitee (each an "Indemnitee") shall promptly after the receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any legal action or proceeding (including of any governmental action or proceeding) involving an Indemnified Liability, claims against such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is of which indemnification may be sought pursuant to be made against any indemnifying party under the foregoing provisions of this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party (the "Indemnitor") in writing thereof, provided that the failure of an Indemnitee promptly to provide any such notice shall only reduce the liability of the Indemnitor by the amount of any damages attributable to the failure of the Indemnitee to give such notice in such manner. In case any such claim or legal action shall be made or brought against an Indemnitee and such Indemnitee shall notify the Indemnitor thereof, the Indemnitor may, or if so requested by such Indemnitee shall, assume the defense thereof, and after notice from the Indemnitor to such Indemnitee of an election to assume the defense thereof will not relieve it of liability be liable to such Indemnitee under this Article V except 11 for any legal fees and expenses subsequently incurred by such Indemnitee in connection with the defense thereof. No Indemnitee shall settle any indemnified claim over which the Indemnitor has not been afforded the opportunity to assume the defense without the <PAGE> PART C GENERAL TERMS AND CONDITIONS Indemnitor's approval, which approval shall not be unreasonably withheld. The Indemnitor shall control the settlement of all claims over which it has assumed the defense; provided, however, that the Indemnitor shall not conclude any settlement which requires any action or forbearance from action by an Indemnitee or any of its Affiliates, or any payment by an Indemnitee or any of its Affiliates, without the prior approval of the Indemnitee and such approval shall not be unreasonably withheld. The Indemnitee shall provide reasonable assistance to the extent Indemnitor when the indemnifying party is prejudiced by Indemnitor so requests, at the Indemnitor's expense, in connection with such failurelegal action or claim. The indemnifying party In all cases, the Indemnitee shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control in and be represented by counsel of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual choice and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, at its own expense in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such legal action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been madeany claim. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.11.6

Notice of Claim. Promptly after receipt by an Investor Indemnitee If indemnification pursuant to Section 12.1 or Company Indemnitee of Section 12.2 is sought, the party seeking indemnification (the “Indemnitee”) shall give written notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party of an event giving rise to the obligation to indemnify, describing in reasonable detail the factual basis for such claim, and for a written notice period of the commencement thereof; but the failure to so notify thirty (30) days shall allow the indemnifying party will to assume and conduct the defense of the claim or action with counsel reasonably satisfactory to the Indemnitee, and cooperate with the indemnifying party in the defense thereof; provided, however, that the omission to give such notice to the indemnifying party shall not relieve the indemnifying party from any liability which it of liability under this Article V may have to the Indemnitee, except to the extent that the indemnifying party is prejudiced by the failure to give such failurenotice. The In the case of a claim for indemnification based upon a Third Party claim, the indemnifying party party, on or before the 30th day after its receipt of the claim notice under this Section 12.3, shall have notify the right Indemnitee whether it admits or denies its liability to participate in, and, to defend the extent Indemnitee against the claim at the sole cost and expense of the indemnifying party. Any failure by the indemnifying party so desires, jointly with any other to admit or deny its liability to defend the indemnitee shall be deemed to be a denial by the indemnifying party similarly noticedas to its liability or obligation to defend the Indemnitee. The Indemnitee is authorized, prior to and before the expiration of this 30-day period, to assume control file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and that is not prejudicial to the Investor indemnifying party. If the indemnifying party does not admit its liability to defend the Indemnitee or Company Indemniteeadmits its liability to defend the Indemnitee but fails diligently to prosecute or settle the claim, as then the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain defend against the claim at the sole cost and expense of the indemnifying party, with counsel of the Indemnitee’s choosing, subject to the right of the indemnifying party to admit its own liability to defend the Indemnitee and assume the defense of the claim at any time prior to its settlement or final determination. If the indemnifying party has not yet admitted its liability to defend the Indemnitee for a Claim, the Indemnitee shall notify the indemnifying party of any proposed settlement and the indemnifying party shall have the option, on or before the tenth (10th) day following receipt of that notice (i) to admit in writing its liability to defend the Indemnitee for the claim, and (ii) if its liability to defend the Indemnitee is so admitted, to reject, in its reasonable judgment, the proposed settlement. If the Indemnitee settles any Third Party claim over the objection of the indemnifying party after the indemnifying party has timely admitted its obligation for indemnification in writing and assumed the defense of the Third Party claim, the Indemnitee shall be deemed to have waived any right to indemnity with respect to the Third Party claim. The Indemnitee shall have the right to employ separate counsel with to represent the Indemnitee if the Indemnitee is advised by counsel that an actual and reasonable third party fees and expenses conflict of not more than one counsel interest makes it advisable for such Investor Indemnitee or Company the Indemnitee to be represented by separate counsel and the reasonable expenses and fees of such separate counsel shall be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Notice of Claim. Promptly after receipt An Indemnified Person who has a claim which would give rise to liability pursuant to this Article 7 shall give prompt notice to the Shareholder Representative of such claim, together with a reasonable description thereof. Except as otherwise provided in Section 8.3 with respect to Tax Proceedings, with respect to any claim by an Investor Indemnitee a third party, which is covered by the indemnifications contained hereunder, the party obligated to indemnify shall be afforded the opportunity, at its expense, to defend or Company Indemnitee settle such claim if, within 10 days of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liabilitythereof, such Investor Indemnitee or Company Indemniteeit acknowledges in writing its indemnification obligation hereunder, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with utilizes counsel mutually reasonably satisfactory to the indemnifying party indemnified party, commences such defense promptly and the Investor Indemnitee or Company Indemnitee, as the case may bepursues such defense with diligence; provided, however, that such indemnifying party shall secure the consent of the indemnified party to any settlement, which consent shall not be unreasonably withheld, unless the amount of the settlement (together with other settlements) is below the Indemnity Basket. If an Investor Indemnitee or Company Indemnitee indemnified party defends any claim hereunder, such party shall have use reasonable efforts in such defense to mitigate Losses arising thereunder, and shall not settle any claim without the right to retain its own counsel with the actual and reasonable third party fees and expenses consent of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, ifwhich shall not be unreasonably withheld. Notwithstanding the foregoing, (i) if a claim seeks relief other than the payment of monetary damages; (ii) if the subject matter of a claim relates to the ongoing business of the indemnified party (including with out limitation, any relationship with continuing suppliers, customers or other persons or entities with whom the indemnified party does business), which claim, if decided against the indemnified party, could materially adversely affect the ongoing business or reputation of the indemnified party or its relationship to such other party; or (iii) the indemnified party may not be fully indemnified with respect to such claim, then, in each such case, the reasonable opinion indemnified party alone shall be entitled to contest and defend such claim in the first instance, but may not settle such claim without the consent of counsel retained by the indemnifying party, which consent will not be unreasonably withheld, and, if the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying indemnified party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant contest, defend or plaintiff to settle such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunderclaim, the indemnifying party shall be subrogated then have the right to all rights contest and defend such claim, but not settle such claim without the consent of the Investor Indemnitee or Company Indemnitee indemnified party, which consent will not be unreasonably withheld. To the extent there is any inconsistency between the provisions of this Section 7.3 and the provisions of Section 8.3 with respect to all third partiesTax Proceedings, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V provisions of Section 8.3 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is duegovern.

Notice of Claim. Promptly after receipt by an Investor Indemnitee In the event that Parent seeks indemnification on behalf of a Parent Indemnified Person, or Company Indemnitee the Representative or a Stockholder seeks indemnification on behalf of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an a Stockholder Indemnified LiabilityPerson, in each case other than a Third Person Claim, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Party seeking indemnification (the “Indemnified Liability Party”) shall give reasonably prompt written notice in respect thereof is to be made against any indemnifying party under this Article V, deliver accordance with Section 10.1 to the indemnifying party a written notice of Party (the commencement thereof; but “Indemnifying Party”) specifying the failure to so notify facts constituting the indemnifying party will not relieve it of liability under this Article V except to basis for such claim and the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, andamount, to the extent the indemnifying party so desiresknown, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may beclaim asserted; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right of a Person to retain its own counsel with be indemnified hereunder shall not be adversely affected by a failure to give such notice unless, and then only to the actual extent that, an Indemnifying Party is actually damaged and reasonable third party fees prejudiced thereby. Subject to the terms of this Agreement, the Indemnifying Party shall pay (by wire transfer of immediately available funds) the amount of any valid and expenses of uncontested claim not more than one counsel for 30 days after the Indemnified Party provides notice to the Indemnifying Party of such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion amount. For purposes of counsel retained by the indemnifying partythis Article 8, the representation by such counsel Representative has the full authority to act on behalf of the Investor Indemnitee or Company Indemnitee Stockholders and the indemnifying party would Stockholder Indemnified Persons as either an Indemnifying Party or the Indemnified Party, provided that as set forth in this Agreement, Parent shall be inappropriate due deemed to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceedinghave given notice to all Stockholders pursuant to giving notice to the Representative. The Investor Indemnitee or Company Indemnitee For purposes of this Section 8.4, Parent shall cooperate fully with be deemed to have provided to the indemnifying party in connection with any negotiation or defense Representative written notice that Parent is seeking indemnification of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, Scheduled Indemnity Matters that are not Third Person Claims; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent before being entitled to entry of indemnification for any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in Losses with respect to such claim Scheduled Indemnity Matters, Parent shall provide prompt notice to the Representative upon the reasonable determination of any such Losses accrued or litigationactually incurred. Following indemnification as provided for hereunder, The Representative shall have thirty (30) calendar days from the indemnifying party shall be subrogated receipt of such notice stating such amount of Losses to all rights provide Parent and Escrow Agent with any notice of a dispute in accordance with Section 6 of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to Escrow Agreement if the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor Escrow Agreement is duethen in effect.

Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of As used herein, (i) the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if term “Claim” means a claim for an indemnification by any Indemnified Liability Party for Losses pursuant to this Article 7, and (ii) the term “Third-Party Claim” means the assertion, whether orally or in respect thereof is to be made writing, against any indemnifying Indemnified Party of a claim or Proceeding brought by a third party under this Article Vagainst such Indemnified Party that is based on, deliver arises out of or related to any matter that is or may be indemnifiable by the indemnifying party Indemnifying Parties pursuant to Section 7.2. Parent may assert a Claim, whether for its own Losses or for Losses incurred by any other Parent Indemnified Party by giving the Representative written notice thereof, and the Representative may assert a Claim for Losses incurred by any Company Stockholder by giving Parent written notice thereof (any such notice of any such Claim, whether given by a Parent Indemnified Party or the commencement thereof; but Representative, a “Notice of Claim”). Each Notice of Claim given pursuant to this Section 7.4 shall describe the failure to so notify Loss the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party Indemnified Parties have directly or indirectly incurred, paid, sustained, reserved or accrued, or reasonably anticipates that they may directly or indirectly incur, pay, sustain, reserve or accrue and shall have the right to participate incontain a description, andin reasonable detail, to the extent known to the indemnifying party so desiresIndemnified Parties, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof facts, circumstances or events giving rise to such Claim, together with counsel mutually reasonably satisfactory (to the indemnifying party extent in the Indemnified Parties’ possession and the Investor Indemnitee permitted by applicable law) copies of any formal written demand or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable complaint from any third party fees claimant and expenses an estimate of not more than one counsel for such Investor Indemnitee the amount, if reasonably practicable, of the Losses that have been or Company Indemnitee to may be paid sustained by the indemnifying party, if, in Indemnified Party. No failure or delay on the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel part of the Investor Indemnitee Indemnified Parties in giving the Indemnifying Parties a Notice of Claim shall relieve, waive or Company Indemnitee otherwise release the Indemnifying Parties from any of their obligations under this Article 7 unless (and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish then only to the indemnifying party all information reasonably available to extent that) the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability Indemnifying Parties are adversely and materially prejudiced thereby in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments terms of the amount thereof during of Losses for which the course Indemnifying Parties are obligated to indemnify the Indemnified Parties, and then, only to the extent of the investigation or defense, as and when bills are received and payment therefor is duesuch prejudice.