Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, Promptly after the Closing Date, either a Buyer Indemnified Person receipt by an indemnified party under Section 7.8(a) or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives 7.8(b) of notice of any third-party claim or alleged third-party claim asserting the existence commencement of any matter proceeding against it by a third party (not a Party or Affiliate of a nature as Party) to which the Indemnitee is entitled to be indemnified under this Agreement, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the Indemnitee shall promptly indemnifying party of the commencement of such claim. If the indemnified party fails to notify Sellerthe indemnifying party within thirty (30) days of receipt of notice of the third party claim, or Buyer, as then the case may be (the "INDEMNITOR"), in writing indemnity with respect theretoto the subject matter of such claim shall continue, but shall be limited to the damages that would have nonetheless resulted absent the indemnified party’s failure to notify the Indemnitor indemnifying party in the time required above after taking into account such actions as could have been taken by the indemnifying party had it received timely notice from the indemnified party. If such notice is timely given, the indemnifying party will not relieve the Indemnitor of any liability that it may have be entitled to an Indemniteeparticipate in such proceeding and, except to the extent that the Indemnitor demonstrates that it wishes, may assume the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own proceeding with counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach satisfactory to the assets of Indemnitee as a result of such claimindemnified party and, and after notice from the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as indemnifying party to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee indemnified party of its election to defend assume the defense of such claim within proceeding with counsel satisfactory to the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such eventindemnified party, the Indemnitor shall fully satisfy and discharge indemnifying party will not be liable to the claim within ten (10) days indemnified party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such proceeding incurred after notice from the Indemnitee requesting Indemnitor to do sosuch notice. If the Indemnitor indemnifying party assumes the defense of any action or the proceeding, (1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (y2) no compromise or settlement of such claims may be effected by the Indemnitor indemnifying party without the Indemnitee's consent indemnified party’s Consent unless (A) there is no finding or admission of any violation of any legal requirement requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemniteeindemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; indemnifying party. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within thirty (z30) days after the Indemnitee indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will have no liability with respect to be bound by any determination made in such proceeding or any compromise or settlement of such claims effected without its consentby the indemnified party, provided, however, that the indemnifying party is otherwise obligated to indemnify the indemnified party pursuant to this Section 7.8.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, (a) Promptly after the Closing Date, either a Buyer receipt by an Indemnified Person under Section 10.1 or Seller Indemnified Person10.2, as the case may be (the "INDEMNITEE"), receives of notice of any third-party claim or alleged third-party against it, such Indemnified Person will, if a claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified made against an Indemnifying Party under this Agreementsuch Section , give notice to the Indemnitee shall promptly notify Seller, or Buyer, as Indemnifying Party of the case may be (the "INDEMNITOR"), in writing with respect theretocommencement of such claim, but the failure to notify the Indemnitor Indemnifying Party will not relieve the Indemnitor Indemnifying Party of any liability that it may have to an Indemniteeany Indemnified Person, except to the extent that the Indemnitor Indemnifying Party demonstrates that the defense of such action has been is prejudiced by the IndemniteeIndemnifying Party's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense If any claim referred to in Section 10.3(a) is instituted brought against an Indemnified Person and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach gives written notice to the assets of Indemnitee as a result Indemnifying Party of such claim, and the Indemnitor shall provide Indemnifying Party may, at its option, assume the defense of such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as claim with counsel satisfactory to the status of such defense. If Indemnitor is given Indemnified Person and, after written notice of a claim as aforesaid and fails from the Indemnifying Party to notify Indemnitee the Indemnified Person of its election to defend assume the defense of such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such eventclaim, the Indemnitor shall fully satisfy and discharge Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the claim within ten (10) days after notice from Indemnified Person under this Article 10 for any fees of other counsel or any other expenses with respect to the Indemnitee requesting Indemnitor to do sodefense of such claim, subsequently incurred by the Indemnified Person in connection with the defense of such claim, other than reasonable costs of investigation. If the Indemnitor Indemnifying Party assumes the defense of any action or proceeding a claim, (yi) no compromise or settlement of such claims may be effected by the Indemnitor Indemnifying Party without the IndemniteeIndemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement Legal Requirements or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.any

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, (a) Promptly after the Closing Date, either a Buyer Indemnified Person receipt by an indemnified party under Section 8.3 or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives 8.4 of notice of any third-party claim or alleged third-party claim asserting the existence commencement of any matter of Proceeding against it, such indemnified party shall, if a nature as to which the Indemnitee claim in respect thereof is entitled to be indemnified made against an indemnifying party under this Agreementsuch Section, give notice to the Indemnitee shall promptly notify Seller, or Buyer, as indemnifying 39 party of the case may be (the "INDEMNITOR"), in writing with respect theretocommencement thereof, but the failure so to notify the Indemnitor will indemnifying party shall not relieve the Indemnitor it of any liability that it may have to an Indemnitee, any indemnified party except to the extent that the Indemnitor indemnifying party demonstrates that the defense of such action has been is prejudiced by the Indemnitee's failure to give such noticethereby. The Indemnitor will have the right to defend against In case any such Proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall, unless the claim provided involves Taxes, be entitled to participate therein and, to the extent that it shall wish (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that unless (i) Indemnitor disputes the indemnifying party is also a party to such claim Proceeding and gives reasons therefor, and the indemnified party determines in good faith that joint representation would be inappropriate or (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel indemnifying party fails to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach provide reasonable assurance to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee indemnified party of its election financial capacity to defend such claim within Proceeding and provide indemnification with respect thereto), to assume the time prescribed hereindefense thereof with counsel satisfactory to such indemnified party and, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor indemnifying party to do sosuch indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If the Indemnitor an indemnifying party assumes the defense of any action or proceeding such Proceeding, (yi) no compromise or settlement of such claims thereof may be effected by the Indemnitor indemnifying party without the Indemniteeindemnified party's consent unless (A) there is no finding or admission of any violation of any legal requirement Law or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemnitee, indemnifying party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; indemnifying party and (zii) the Indemnitee will indemnifying party shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and it does not, within fifteen days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party shall not be bound by any determination of the Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a 12.5.1. If any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives notice of the commencement of any Proceeding by any Person who is not a party to this Agreement or Seller Indemnified Personan Affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party hereto is obligated to provide indemnification under this Agreement (an "Indemnitor"), as the case may be Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "INDEMNITEEThird Party Claim Notice"), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates establishes that the defense of such action has been Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 12.5, the Indemnitor will have the right to defend against assume the defense of any such claim provided (a) that Third Party Claim at the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim 's own expense and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by the Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach (which counsel shall be reasonably satisfactory to the assets Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than 30 calendar days after receipt of Indemnitee as a result of such claimthe Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitor Indemnitee shall provide be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such bonds claim involves matters, or deposits as are necessary seeks an order, injunction or other equitable relief against the Indemnitee, which, if successful, would be reasonably likely to prevent materially interfere with the samebusiness, operations, assets, financial condition or prospects of the Indemnitee or otherwise have a Material Adverse Effect. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If event the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemniteea Third Party Claim, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have no liability with respect the right to participate in the defense of any compromise Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the 30 calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of such claims effected without its consentthe Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewith.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after (a) If the Closing Date, either Purchaser receives written notice of the commencement of any Proceeding by a Buyer Indemnified Person or Seller Indemnified Person, as the case may be third party (the "INDEMNITEE"a “Third Party Claim”), receives and the Purchaser intends to seek indemnity pursuant to this Clause 6, the Purchaser shall as promptly as practicable provide each Warrantor with notice in writing of the Third Party Claim; provided, however, that no delay on the part of the Purchaser in notifying such Warrantor will relieve such Warrantor from any third-party claim or alleged third-party claim asserting obligation hereunder unless (and then solely to the existence extent) such Warrantor is materially and actually prejudiced as a result thereof. Such Warrantor shall be entitled to assume the defense of any matter such Third Party Claim at its own expense; provided that such Warrantor shall not be entitled to assume the defense of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except Third Party Claim to the extent that the Indemnitor demonstrates Purchaser reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such Third Party Claim (such as jurisdictional defenses). Such defense shall be conducted through counsel selected by such Warrantor, which counsel shall be satisfactory to the Purchaser. Should the Purchaser so elect to assume the defense of a Third Party Claim, such Warrantor will not be liable to the Purchaser for any legal or other expenses subsequently incurred by it in connection with the defense thereof. If such Warrantor is conducting the defense of the Third Party Claim, the Purchaser shall be entitled, at its own expense, to retain separate counsel and participate in the defense of such action has been prejudiced by the Indemnitee's failure to give such noticeThird Party Claim. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor Such Warrantor will keep Indemnitee fully advised as the Purchaser informed of all material developments relating to the status of or arising in connection with such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentThird Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If(a) Except with respect to Tax Claims, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"which are addressed in Section 6.2(e), receives notice promptly after receipt by an indemnified party under Section 8.2 or 8.3 of any third-party Proceeding, claim or alleged third-demand against it or if an indemnified party claim asserting the existence shall otherwise learn of any matter an assertion of a nature as potential claim by any Person who is not a party to this Agreement (or an Affiliate thereof) (a “Third-Party Claim”) which the Indemnitee is entitled may give rise to be indemnified a claim for indemnification against an indemnifying party under this Agreement, then the Indemnitee indemnified party shall as promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), practicable send notice in writing with respect theretoand in reasonable detail of the Third-Party Claim (including the factual basis for the Third-Party Claim, and, to the extent known, the amount of the Third-Party Claim) to the indemnifying party (or if the indemnifying party is the Sellers, to the Seller Representative), but the failure to notify the Indemnitor indemnifying party will not relieve the Indemnitor indemnifying party of any liability that it may have to an Indemniteeany indemnified party, except to the extent that the Indemnitor indemnifying party demonstrates that the defense of such action has been is prejudiced by the Indemnitee's indemnified party’s failure to give such notice. The Indemnitor will have Notwithstanding anything to the right to defend against any such claim provided (a) that contrary in this Agreement, the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons thereforBuyers hereby gives, and (ii) Indemnitor willwill be deemed to have given, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability all required notices with respect to any compromise or settlement the Third-Party Claims for which indemnification is provided in Sections 8.2(a)(iv) and 8.2(a)(v) of this Agreement, and Buyers will be deemed to have fulfilled all requirements of this Section 8.5(a) with respect to such claims effected without its consentThird-Party Claims.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller (a) If any claim shall be asserted by any third party against an Indemnified Person, as promptly and in all events within fourteen (14) days after learning of such claim, the case Party receiving notice of such claim shall notify the Party from whom indemnification may be (the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified sought under this AgreementAgreement (each Party in such capacity, the Indemnitee shall promptly notify Selleran “Indemnifying Party”) of such claim, or Buyerprovided, as the case may be (the "INDEMNITOR")however, in writing with respect thereto, but that the failure so to notify the Indemnitor provide such notice will not relieve the Indemnitor of any Indemnifying Party from any liability for indemnification that it such Indemnifying Party may have to an Indemnitee, except and only to the extent that the Indemnitor Indemnifying Party demonstrates that the defense of such action has been is prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will Indemnified Person shall permit the Indemnifying Party to defend against such claim, at the Indemnifying Party’s sole expense, provided that the Indemnifying Party proceeds in good faith, expeditiously and diligently. The Indemnified Person shall, at its option and expense, have the right to defend against participate in any defense undertaken by the Indemnifying Party with legal counsel of their own selection and at their expense. The Parties will cooperate fully in any such action and shall make available to each other any books or records useful for the defense of such claim. No settlement or compromise of any claim provided may be made by the Indemnifying Party without the prior written consent of the Indemnified Person unless: (a) that before such settlement or compromise, the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee Indemnifying Party acknowledges in writing that (i) Indemnitor disputes such claim its obligation to pay in full the amount of the settlement or compromise and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, all associated expenses and (b) such defense the Indemnified Person is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate furnished with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach security reasonably satisfactory to the assets Indemnified Person that the Indemnifying Party will in fact pay such amount and such expenses or the Indemnifying Party obtains a release of Indemnitee as a result the Indemnified Person from all liability in respect of such claim. Notwithstanding the foregoing, if the actual or potential defendants in or targets of, any such action include both the Indemnifying Party and the Indemnitor Indemnified Person and the Indemnified Person shall provide such bonds have reasonably concluded that there may be legal defenses available to it or deposits as that are necessary different from or in addition to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as those available to the status Indemnifying Party, then, the Indemnified Person shall have the right to participate in any defense undertaken by the Indemnifying Party with legal counsel of their own selection and its costs and expenses shall be included as part of the indemnification obligation of such defense. If Indemnitor is given notice Indemnifying Party hereunder; provided, however, that the Indemnified Person shall not settle any claim without the prior written consent of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed hereinIndemnifying Party, which consent shall not be unreasonably withheld or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do sodelayed. If the Indemnitor assumes Indemnified Person should elect to exercise such right, such Indemnifying Party shall have the right to participate in, but not control, the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person claim at its sole cost and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentexpense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, Promptly after the Closing Date, either a Buyer Indemnified Person receipt by an indemnified party under Section 11.2 or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives 11.3 of written notice of any third-party a claim or alleged third-party claim asserting the existence commencement of any matter of proceeding against it, such indemnified party shall, if a nature as to which the Indemnitee claim in respect thereof is entitled to be indemnified made against an indemnifying party under this Agreementsuch Section, give written notice to the Indemnitee shall promptly notify Seller, or Buyer, as indemnifying party of the case may be (the "INDEMNITOR"), in writing with respect theretocommencement thereof, but the failure so to notify the Indemnitor will indemnifying party shall not relieve the Indemnitor it of any liability that it may have to an Indemniteeany indemnified party, except to the extent that extent, the Indemnitor indemnifying party demonstrates that the defense of such action is or has been prejudiced by the Indemnitee's failure to give such noticethereby. The Indemnitor will have the right to defend against In case any such claim provided proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (a) that unless the Indemnitor, within ten (10) days after indemnifying party is also a party to such proceeding and the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained indemnified party determines in good faith by Indemnitor. Indemnitee maythat joint representation would be inappropriate) to assume the defense thereof with counsel which is not reasonably satisfactory to such indemnified party and, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor indemnifying party to do sosuch indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such unindemnified party under such Section for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If the Indemnitor an indemnifying party assumes the defense of any action or proceeding such proceeding, (ya) no compromise or settlement of such claims thereof may be effected by the Indemnitor indemnifying party without the Indemniteeindemnified party's reasonable consent unless (Ai) there is no finding or admission of any violation of any legal requirement law or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemniteeindemnified party, and (Bii) the sole relief provided is monetary damages that are paid in full by the Indemnitorindemnifying party; and (zb) the Indemnitee will indemnifying party shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent.its

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, Promptly after the Closing Date, either receipt by an indemnified party under Section 6.9(a) or 6.9(b) of notice of commencement of any proceeding against it by a Buyer Indemnified Person third party (not a Party or Seller Indemnified Person, as the case may be (the "INDEMNITEE"Affiliate of a Party to this Agreement), receives such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. If the indemnified party fails to notify the indemnifying party within 30 days of receipt of notice of any third-the third party claim or alleged third-party claim asserting claim, then the existence of any indemnity with respect to the subject matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee such claim shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect theretocontinue, but shall be limited to the damages that would have nonetheless resulted absent the indemnified party's failure to notify the Indemnitor indemnifying party in the time required above after taking into account such actions as could have been taken by the indemnifying party had it received timely notice from the indemnified party. If such notice is timely given, the indemnifying party will not relieve the Indemnitor of any liability that it may have be entitled to an Indemniteeparticipate in such proceeding and, except to the extent that the Indemnitor demonstrates that it wishes, may assume the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own proceeding with counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach satisfactory to the assets of Indemnitee as a result of such claimindemnified party and, and after notice from the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as indemnifying party to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee indemnified party of its election to defend assume the defense of such claim within proceeding with counsel satisfactory to the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such eventindemnified party, the Indemnitor shall fully satisfy and discharge indemnifying party will not be liable to the claim within ten (10) days indemnified party under this Section 6.9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding incurred after notice from the Indemnitee requesting Indemnitor to do sosuch notice. If the Indemnitor indemnifying party assumes the defense of any action or the proceeding, (1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (y2) no compromise or settlement of such claims may be effected by the Indemnitor indemnifying party without the Indemniteeindemnified party's consent Consent unless (A) there is no finding or admission of any violation of any legal requirement requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemniteeindemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; indemnifying party. If notice is given to an indemnifying party of the commencement of any proceeding and (z) the Indemnitee indemnifying party does not, within 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will have no liability with respect to be bound by any determination made in such proceeding or any compromise or settlement of such claims effected without its consentby the indemnified party, provided, however, that the indemnifying party is otherwise obligated to indemnify the indemnified party pursuant to this Section 6.9.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, Promptly after the Closing Date, either a Buyer receipt by an indemnified party under Section 11.2 or 11.3 (an “Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives Party”) of notice of commencement of any third-party claim that may give rise to an indemnification obligation under this Article XI, such Indemnified Party will give notice to each party against whom indemnity may be sought (an “Indemnifying Party”) in writing of the commencement of such claim together with the estimated amount of such claim (if known), and the Indemnifying Party or alleged Parties shall have the right to assume the defense (at the Indemnifying Party or Parties’ expense) of any such claim through counsel of the Indemnifying Party’s or Parties’ own choosing by so notifying the Indemnified Party within thirty (30) days of the first receipt by any Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. Failure to give notice of commencement of a claim shall not affect the indemnification obligations hereunder except to the extent of actual and material prejudice. Each Indemnified Party shall have the right to employ separate counsel in such claim and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of each Indemnified Party unless: (i) the Indemnifying Party has agreed to pay such expenses; or (ii) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to such Indemnified Party; or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include any Indemnified Party and the Indemnifying Party or an Affiliate of the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest may exist if such counsel represents such Indemnified Party and the Indemnifying Party or its Affiliate; provided that, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel in the circumstances described in clause (i), (ii) or (iii) above, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any local counsel), which counsel shall be designated by such Indemnified Party. Without the consent of the Indemnified Party, the Indemnifying Party or Parties shall not consent to, and the Indemnified Party shall not be required to agree to, the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving of a release from all Liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is the subject of such third-party claim asserting and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of an Indemnified Party. If notice is given to an Indemnifying Party of the existence of any matter commencement of a nature as to which claim and the Indemnitee Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is entitled to be indemnified under this Agreementgiven, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except give notice to the extent that the Indemnitor demonstrates that Indemnified Party of its election to assume the defense of such action has been prejudiced claim, the Indemnifying Party will be bound by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any determination made in such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentby the Indemnified Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, (a) Promptly after the Closing Date, either a Buyer receipt by an Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives of notice of any third-party claim or alleged third-party claim asserting the existence commencement of any matter of proceeding against it, such Indemnified Person will, if a nature as to which the Indemnitee claim is entitled to be indemnified under this Agreementmade against an indemnifying party hereunder, give notice to the Indemnitee shall promptly notify Seller, or Buyer, as indemnifying party of the case may be (the "INDEMNITOR"), in writing with respect theretocommencement of such claim, but the failure to notify the Indemnitor indemnifying party will not relieve the Indemnitor indemnifying party of any liability that it may have to an Indemniteeany Indemnified Person, except to the extent that the Indemnitor indemnifying party demonstrates that the defense of such action has been is prejudiced by the IndemniteeIndemnified Person's failure to give such notice. The Indemnitor will have (b) If any proceeding is brought against an Indemnified Person and it gives notice to the right to defend against any such claim provided (a) that indemnifying party of the Indemnitor, within ten (10) days after the giving commencement of such notice by Indemniteeproceeding, notifies Indemnitee the indemnifying party will be entitled to participate in writing such proceeding and, to the extent that it wishes (unless (i) Indemnitor disputes the indemnifying party is also a party to such claim proceeding and gives reasons thereforthe Indemnified Person determines in good faith that joint representation would be inappropriate, and or (ii) Indemnitor willthe indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), at its own cost and expense, defend to assume the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach proceeding with counsel satisfactory to the assets of Indemnitee as a result of such claimIndemnified Person and, and after notice from the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as indemnifying party to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee Indemnified Person of its election to defend assume the defense of such claim within proceeding, the time prescribed hereinindemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 9 for any fees of other counsel or after having elected any other expenses with respect to defend the defense of such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful thenproceeding, in any each case subsequently incurred by the Indemnified Person in connection with the defense of such eventproceeding, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do soother than reasonable costs of investigation. If the Indemnitor indemnifying party assumes the defense of any action or a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (yii) no compromise or settlement of such claims may be effected by the Indemnitor indemnifying party without the IndemniteeIndemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement applicable laws or any violation of the rights of any person and no effect on any other claims that may be made against the IndemniteeIndemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitorindemnifying party; and (ziii) the Indemnitee Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after such notice is given, give notice to the Indemnified Person of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Person. Notwithstanding the foregoing, the filing of an answer by the indemnifying party in order to preserve the rights of the Indemnified Party due to a filing deadline shall not in itself constitute its election to assume the defense of a claim hereunder. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agrees that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified PersonPerson (includes Parent), as the case may be (the "INDEMNITEE"“Indemnitee”), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"“Indemnitor”), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's ’s failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's ’s consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, (a) Any Indemnified Party making a claim for indemnification under this Article XI shall notify the indemnifying party (an "Indemnitor") of the claim in writing promptly after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives receiving written notice of any third-party action, lawsuit, proceeding, investigation or other claim or alleged third-party claim asserting against it (if by a third party), describing the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreementclaim, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be amount thereof (the "INDEMNITOR"if known and quantifiable), in writing with respect thereto, but and the basis thereof; provided that the failure to so notify the an Indemnitor will shall not relieve the Indemnitor of any liability that it may have to an Indemnitee, its obligations hereunder except to the extent that (and only to the extent that) such failure shall have caused the damages for which the Indemnitor demonstrates that becomes obligated to be greater than such damages would have been had the Indemnified Party given the Indemnitor prompt notice hereunder. Any Indemnitor shall be entitled to participate in the defense of such action has been prejudiced action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnified Party's claim for indemnification at such Indemnitor's expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing counsel reasonably acceptable to the Indemnitee's failure Indemnified Party to give be the lead counsel in connection with such notice. The Indemnitor will have the right defense; provided further that, prior to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving ’s assuming control of such notice by Indemnitee, notifies Indemnitee defense it shall first verify to the Indemnified Party in writing that such Indemnitor shall be fully responsible (iwith no reservation of any rights) Indemnitor disputes for the entirety of all liabilities and obligations relating to such claim for indemnification and gives reasons therefor, and that it will provide full indemnification (iiwhether or not otherwise required hereunder) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability Indemnified Party with respect to any compromise such action, lawsuit, proceeding, investigation or settlement of other claim giving rise to such claims effected without its consent.claim for indemnification hereunder; and provided further, that:

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, (a) Promptly after the Closing Date, either a Buyer receipt by an Indemnified Person under Section 10.1 or Seller Indemnified Person10.2, as the case may be (the "INDEMNITEE"), receives of notice of any third-party claim or alleged third-party against it, such Indemnified Person will, if a claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified made against an Indemnifying Party under this Agreementsuch Section , give notice to the Indemnitee shall promptly notify Seller, or Buyer, as Indemnifying Party of the case may be (the "INDEMNITOR"), in writing with respect theretocommencement of such claim, but the failure to notify the Indemnitor Indemnifying Party will not relieve the Indemnitor Indemnifying Party of any liability that it may have to an Indemniteeany Indemnified Person, except to the extent that the Indemnitor Indemnifying Party demonstrates that the defense of such action has been is prejudiced by the IndemniteeIndemnified Person's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense If any claim referred to in Section 10.3(a) is instituted brought against an Indemnified Person and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach gives written notice to the assets of Indemnitee as a result Indemnifying Party of such claim, and the Indemnitor shall provide Indemnifying Party may, at its option, assume the defense of such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as claim with counsel reasonably satisfactory to the status of such defense. If Indemnitor is given Indemnified Person and, after written notice of a claim as aforesaid and fails from the Indemnifying Party to notify Indemnitee the Indemnified Person of its election to defend assume the defense of such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such eventclaim, the Indemnitor shall fully satisfy and discharge Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the claim within ten (10) days after notice from Indemnified Person under this Article 10 for any fees of other counsel or any other expenses with respect to the Indemnitee requesting Indemnitor to do sodefense of such claim, subsequently incurred by the Indemnified Person in connection with the defense of such claim, other than reasonable costs of investigation. If the Indemnitor Indemnifying Party assumes the defense of any action or proceeding a claim, (yi) no compromise or settlement of such claims may be effected by the Indemnitor Indemnifying Party without the IndemniteeIndemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement Legal Requirements or any violation of the rights of any person and no effect on any other claims that may be made against the IndemniteePerson, and (B) the sole relief provided is monetary damages that are paid in full by the IndemnitorIndemnifying Party; and (zii) the Indemnitee Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. Subject to Section 10.3(c), if notice is given to an Indemnifying Party of any claim and the Indemnifying Party does not, within twenty days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such claim, the Indemnifying Party will be bound by any determination made in such claim or any compromise or settlement effected by the Indemnified Person.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after (a) In the Closing Date, either a Buyer event of an occurrence which any Indemnified Person or Seller asserts a claim that is subject to indemnification hereunder, the Indemnified Person shall provide reasonably prompt written notice of such event to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, as and whether the case may be claim is based on a claim by a third party (the "INDEMNITEE"“Indemnification Notice”), receives and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any thirdthird party (a “Third-party Party Claim”) shall not constitute a defense (in part or in whole) to any claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemniteefor indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnitor demonstrates Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the defense Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such action has been prejudiced Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnitee's failure Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to give respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise of any such notice. The Indemnitor will Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to defend against conduct the defense, settlement, adjustment or compromise of any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claimThird-Party Claim, and the Indemnitor expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall provide such bonds or deposits as are necessary be entitled to prevent the sameseek indemnification under this Article VII. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend No such claim within the time prescribed hereinshall be settled, adjusted or compromised, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected thereof terminated by the Indemnitor Indemnified Person, without the Indemnitee's prior written consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may Indemnifying Person (which consent shall not be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentunreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, Promptly after the Closing Date, either a Buyer receipt by an Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives of notice of any third-party claim or alleged third-party claim asserting the existence commencement of any matter of action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, public or private) commenced, brought, conducted or heard by or before or otherwise involving any governmental body or arbitrator (a nature as to which the Indemnitee "Proceeding") against it, such Indemnified Person will, if a claim is entitled to be indemnified made against Purchasers under this AgreementSECTION 9, give notice to the Indemnitee shall promptly notify Seller, or Buyer, as indemnifying parties of the case may be (the "INDEMNITOR"), in writing with respect theretocommencement of such Proceeding, but the failure of the Indemnified Person to notify the Indemnitor indemnifying parties will not relieve the Indemnitor indemnifying parties of any liability that it indemnifying parties may have to an Indemniteeany Indemnified Persons, except to the extent the indemnifying parties are materially prejudiced thereby. If any Proceeding is brought against an Indemnified Person and the Indemnified Person gives notice to the indemnifying parties of the commencement of such Proceeding, the indemnifying parties will be entitled to participate in such Proceeding and, to the extent that they wish (unless the Indemnitor demonstrates indemnifying parties are also parties to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or the indemnifying parties fail to provide reasonable assurance to the Indemnified Persons of their financial capacity to defend such Proceeding), to assume the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own Proceeding with counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach satisfactory to the assets of Indemnitee as a result of such claimIndemnified Persons and, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor indemnifying parties to do sothe Indemnified Persons of their election to assume the defense of such Proceeding. If the Indemnitor assumes indemnifying parties assume the defense of any action or proceeding a Proceeding, (yi) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; and (ii) no compromise or settlement of such claims may be effected by the Indemnitor indemnifying parties without the Indemnitee's consent unless (A) there Indemnified Persons' consent. If notice is no finding or admission given to the indemnifying parties of the commencement of any violation Proceeding and the indemnifying parties do not, within twenty (20) days after the Indemnified Persons' notice is given, give notice to the Indemnified Persons of their election to assume the defense of such Proceeding, the indemnifying parties will be bound by any legal requirement determination made in such Proceeding or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement effected by the Indemnified Persons. With respect to any Proceeding both the Indemnified Persons and the indemnifying parties, as the case may be, shall keep the other parties fully informed of the Proceeding at all stages thereof and to render to each other such claims effected without its consentassistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Proceeding brought by any third party. With respect to any Proceeding, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential business records and the attorney-client and work-product privileges.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify SellerSeller or the Stockholders, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend Execution Document the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, (a) Promptly after the Closing Date, either a Buyer receipt by an Indemnified Person described in Section 8.2 or Seller 8.3 of notice of the commencement of any Proceeding against it, including reasonable details as to the basis for such claim (to the extent within the Knowledge of the Indemnified Person, as the case may be (the "INDEMNITEE"), receives notice of any third-party such Indemnified Person will, if a claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified made against an indemnifying party under this Agreementsuch Section, give notice to the Indemnitee shall promptly notify Seller, or Buyer, as indemnifying party of the case may be (the "INDEMNITOR"), in writing with respect theretocommencement of such claim, but the failure to notify the Indemnitor indemnifying party will not relieve the Indemnitor indemnifying party of any liability that it may have to an Indemniteeany Indemnified Person, except to the extent that the Indemnitor indemnifying party demonstrates that the defense of such action has been is prejudiced by the IndemniteeIndemnified Person's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) If any Proceeding referred to in Section 8.5(a) is brought against an Indemnified Person and it gives notice to the indemnifying party of the commencement of such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee mayProceeding, if it so elects, designate and pay for its own counsel the indemnifying party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the counsel selected by Indemnitor in the conduct defense of such defense. Indemnitor will not permit any lien or execution to attach Proceeding with counsel reasonably satisfactory to the assets of Indemnitee as a result of such claimIndemnified Person and, and after notice from the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as indemnifying party to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee Indemnified Person of its election to defend assume the defense of such claim within Proceeding, the time prescribed hereinindemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 8 for any fees of other counsel or after having elected any other expenses with respect to defend the defense of such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful thenProceeding, in any each case subsequently incurred by the Indemnified Person in connection with the defense of such eventProceeding, other than reasonable costs of investigation; PROVIDED that if the Indemnitor indemnifying party is also a party to such Proceeding and, under applicable standards of professional conduct, joint representation of the Indemnified Person and the indemnifying party would be inappropriate, then the Indemnified Person shall fully satisfy be entitled to retain separate counsel whose fees and discharge expenses shall be paid by the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do soindemnifying party. If the Indemnitor indemnifying party assumes the defense of any action or proceeding a Proceeding, (yi) no compromise or settlement of such claims may be effected by the Indemnitor indemnifying party without the IndemniteeIndemnified Person's consent not to be unreasonably withheld unless (A) there is no finding or admission of any violation of any legal requirement Legal Requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the IndemniteeIndemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitorindemnifying party; and (zii) the Indemnitee Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Person. The Indemnified Person shall provide its reasonable cooperation with the indemnifying party in connection with the defense of a proceeding assumed by indemnifying party hereunder, including the provision of information reasonably requested by the indemnifying party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If(a) If any claim for indemnification pursuant to this Article 9 (each, after the Closing Date, either a Buyer “Third Party Claim”) is to be brought against any Person required to indemnify an Indemnified Person or pursuant to this Article 9 (each, an “Indemnifying Party,” and collectively, the “Indemnifying Parties”), then written notice thereof (a “Claims Notice”) shall be given by either Selling Shareholder, in the case of and on behalf of a Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as in the case may be of and on behalf of a Buyer Indemnified Person, to the applicable Indemnifying Party as soon as is reasonably practicable after such Indemnified Person becomes aware of such Third Party Claim. A Claims Notice shall describe the Third Party Claim in reasonable detail, include copies of all material written evidence thereof and will indicate the estimated amount (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent reasonably practicable) of the Damages that have been, are being and may be sustained by such Indemnified Person. The delay in or failure of any Indemnified Person to give a timely Claims Notice with respect to a Third Party Claim hereunder to an Indemnifying Party shall not adversely affect any of the Indemnitor demonstrates that other rights or remedies of the Indemnified Person or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Person hereunder to the extent such delay or failure has not materially prejudiced the Indemnifying Party. Except as otherwise limited by this Section 9.5, after such notice, the Indemnifying Party shall be entitled to participate in, or by giving written notice to the Indemnified Person, to assume the defense of such action has been prejudiced any Third Party Claim at the Indemnifying Party’s sole expense and by the Indemnitee's failure to give Indemnifying Party’s own counsel, and the Indemnified Person will cooperate in good faith in such notice. The Indemnitor defense; provided, however, that if the Indemnifying Party is either Selling Shareholder or either Trust, such Indemnifying Party will not have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes direct the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.a Third Party Claim:

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer (a) If any Members or Purchaser Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives notice of the commencement of any Proceeding by any Person who is not a party to this Agreement or Seller Indemnified Personan affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnifying Party"), as the case may be Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof (the "INDEMNITEEThird Party Claim Notice"), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to so notify the Indemnitor will Indemnifying Party shall not relieve Indemnifying Party of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates Indemnifying Party establishes that the defense of such action has been Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Indemnitor Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this SECTION 8.5, the Indemnifying Party will have the right to defend against assume the defense of any such claim provided (a) that Third Party Claim at the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim Indemnifying Party's own expense and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach Indemnifying Party (which counsel shall be reasonably satisfactory to the assets Indemnitee) by giving to the Indemnitee written notice in which the Indemnifying Party acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of Indemnitee as a result of such claimthe Third Party Claim Notice. The Indemnifying Party shall not be entitled to assume the defense of, and the Indemnitor Indemnitee shall provide be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such bonds claim seeks an order, injunction or deposits as are necessary other equitable relief against the Indemnitee which, if successful, would be reasonably likely to prevent materially interfere with the samebusiness, operations, assets, or financial condition of the Indemnitee. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within event the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor Indemnifying Party assumes the defense of a Third Party Claim, the Indemnitee -------------------------------------------------------------------------------- CORRFLEX GRAPHICS, LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT PAGE 39 will cooperate in good faith with the Indemnifying Party in such defense and will have the right to participate in the defense of any action Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnifying Party and the Indemnitee or proceeding if the Indemnifying Party proposes that the same counsel represent both the Indemnitee and the Indemnifying Party and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel (ywhich counsel shall be reasonably satisfactory to the Indemnifying Party) no compromise at the cost and expense of the Indemnifying Party. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnifying Party is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the IndemniteeThird Party Claim, and (B) the sole relief Indemnifying Party will be liable for all Damages paid or incurred in connection therewith; provided is monetary damages that are paid the Indemnifying Party may elect to participate in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to such proceedings, negotiation or defense at any compromise or settlement of such claims effected without time at its consentown expense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as (a) In the case of Damages arising or which may be arise by reason of any third party claim (the "INDEMNITEE"an “Action”), receives notice of any third-promptly after receipt by the party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled seeking to be indemnified under this Agreementhereunder (the “Indemnitee”) of written notice of the assertion or the commencement of any Action with respect to any matter in respect of which indemnification may be sought by such party hereunder, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be give written notice (the "INDEMNITOR"), in writing “Notice”) to the party from whom indemnification is being sought (the “Indemnitor”) stating the nature and basis of such claim and shall thereafter keep the Indemnitor reasonably informed with respect thereto, but provided that failure of the failure Indemnitee to notify give the Indemnitor will prompt notice as provided herein shall not relieve the Indemnitor of any liability that it may have to an Indemniteeof its obligations hereunder, except to the extent that the Indemnitor demonstrates that is prejudiced by such failure. In case any such Action is brought against any Indemnitee, the Indemnitor shall be entitled to assume the defense thereof, by written notice of its intention to do so to the Indemnitee within thirty (30) days after receipt of the Notice. If the Indemnitor shall assume the defense of such action has been prejudiced Action, it shall not settle such Action without the consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed, unless such settlement includes solely a monetary payment which is satisfied by the Indemnitor and a concurrent full release of the Indemnitee from all Liability with respect to such Action. As long as the Indemnitor is contesting any such Action, the Indemnitee shall not pay or settle any claims brought under such Action without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. Notwithstanding the assumption by the Indemnitor of the defense of any Action as provided in this subsection, the Indemnitee shall be permitted to participate in the defense of such Action and to employ counsel at its own expense; provided, however, that if the defendants in any Action shall include both an Indemnitor and any Indemnitee and such Indemnitee shall have reasonably concluded that counsel selected by Indemnitor has a conflict of interest because of the availability of different or additional defenses to such Indemnitee's failure to give , such notice. The Indemnitor will Indemnitee shall have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own select separate counsel to participate with the counsel selected by Indemnitor in the conduct defense of such defense. Action on its behalf, at the expense of the Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and but provided the Indemnitor shall provide such bonds or deposits as are necessary not be obligated to prevent pay the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status expenses of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentmore than one separate counsel for all Indemnitees.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. IfPromptly after receipt by either an Indemnified Seller or an Indemnified Buyer (either, after an "Indemnified Person") under Section 11.3 or 11.4, of notice of the Closing Datecommencement of any Proceeding against it, either a Buyer such Indemnified Person or Seller Indemnified Person, as shall give notice to the case may be other party (the "INDEMNITEEIndemnifying Person"), receives notice ) of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect theretocommencement thereof, but the failure so to notify the Indemnitor will Indemnifying Person shall not relieve the Indemnitor it of any liability that it may have to an Indemnitee, any Indemnified Person except to the extent that the Indemnitor Indemnifying Person demonstrates that the defense of such action has been is prejudiced by the Indemnitee's failure to give such noticethereby. The Indemnitor will have the right to defend against In case any such Proceeding shall be brought against an Indemnified Person and it shall give notice to Indemnifying Person of the commencement thereof, Indemnifying Person shall, unless the claim provided involves Taxes, be entitled to participate therein and, to the extent that it shall wish (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that unless (i) Indemnitor disputes Indemnifying Person is also a party to such claim Proceeding and gives reasons therefor, and the Indemnified Person determines in good faith that joint representations would be inappropriate or (ii) Indemnitor willIndemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect thereto), at its own cost and expense, defend to assume the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate thereof with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution Indemnifying Person and reasonably satisfactory to attach such Indemnified Person and, after notice from Indemnifying Person to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee Indemnified Person of its election so to defend assume the defense thereof, Indemnifying Person shall not be liable to such claim within Indemnified Person under such Section for any fees of other counsel or any other expenses with respect to the time prescribed herein, or after having elected to defend defense of such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful thenProceeding, in any each case subsequently incurred by such eventIndemnified Person in connection with the defense thereof, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do soother than reasonable costs of investigation. If the Indemnitor Indemnifying Person assumes the defense of any action or proceeding such a Proceeding, (ya) no compromise or settlement of such claims thereof may be effected by the Indemnitor Indemnifying Person without the IndemniteeIndemnified Person's consent unless (Ai) there is no finding or admission of any violation of any legal requirement Legal Requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemnitee, Indemnified Person and (Bii) the sole relief provided is monetary damages that are paid in full by the Indemnitor; Indemnifying Person and (zb) the Indemnitee will Indemnifying Person shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to Indemnifying Person of the commencement of any Proceeding and it does not, within ten days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense thereof, Indemnifying Person shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Person. Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages, such Indemnified Person may, by notice to Indemnifying Person, assume the exclusive right to defend, compromise or settle such Proceeding, but Indemnifying Person shall not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, (a) An indemnified party shall promptly give notice to each indemnifying party after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, obtaining knowledge of any matter as the case to which recovery may be (sought against such indemnifying party because of the "INDEMNITEE")indemnity set forth above, receives notice and, if such indemnity shall arise from the claim of a third party, shall permit such indemnifying party to assume the defense of any such claim or any Proceeding resulting from such claim; provided, however, that failure to promptly give any such notice shall not affect the indemnification provided under this PARAGRAPH 7 except to the extent such indemnifying party shall have been actually and materially prejudiced as a result of such failure. Notwithstanding the foregoing, an indemnifying party may not assume the defense of any such third-party claim or alleged third-Proceeding if it does not demonstrate to the reasonable satisfaction of the indemnified party that it has adequate financial resources to defend such claim asserting or Proceeding and pay any and all damages that may result therefrom, or if the existence claim or Proceeding (i) could result in imprisonment of any matter the indemnified party, (ii) could result in a criminal penalty or fine against the indemnified party the consequences of which would be reasonably likely to have a nature as Material Adverse Effect on the indemnified party unrelated to the size of such penalty or fine or (iii) could result in an equitable remedy which would materially impair the Indemnitee is entitled indemnified party's ability to be indemnified exercise its rights under this Agreement, or impair HSNS's right or ability to operate the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to Acquired Business. If an Indemnitee, except to the extent that the Indemnitor demonstrates that indemnifying party assumes the defense of such action has been prejudiced by third party claim or Proceeding, such indemnifying party shall agree prior thereto, in writing, that it is liable under this PARAGRAPH 7 to indemnify the Indemnitee's failure to give indemnified party in accordance with the terms contained herein in respect of such notice. The Indemnitor will claim or Proceeding, shall conduct such defense diligently, shall have full and complete control over the conduct of such claim or Proceeding on behalf of the indemnified party and shall, in his or her or its sole discretion, have the right to defend against any decide all matters of procedure, strategy, substance and settlement relating to such claim provided or Proceeding; provided, however, that any counsel chosen by such indemnifying party to conduct such defense shall be reasonably satisfactory to the indemnified party. The indemnified party may participate in such claim or Proceeding and retain separate co-counsel at its sole cost and expense (a) except that the Indemnitor, within ten (10) days after indemnifying party shall be responsible for the giving reasonable fees and expenses of such notice one separate co-counsel for the indemnified party to the extent the indemnified party is advised by Indemnitee, notifies Indemnitee in writing its counsel that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.the

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, Promptly after the Closing Date, either a Buyer receipt by an Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives of notice of any third-party claim or alleged third-party claim asserting the existence commencement of any matter of action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, public or private) commenced, brought, conducted or heard by or before or otherwise involving any governmental body or arbitrator (a nature as to which the Indemnitee "Proceeding") against it, such Indemnified Person will, if a claim is entitled to be indemnified made against a party obligated to provide indemnity under this AgreementSection 9, give notice to the Indemnitee shall promptly notify Seller, or Buyer, as indemnifying parties of the case may be (the "INDEMNITOR"), in writing with respect theretocommencement of such Proceeding, but the failure of the Indemnified Person to notify the Indemnitor indemnifying parties will not relieve the Indemnitor indemnifying parties of any liability that it indemnifying parties may have to an Indemniteeany Indemnified Persons, except to the extent the indemnifying parties are materially prejudiced thereby. If any Proceeding is brought against an Indemnified Person and the Indemnified Person gives notice to the indemnifying parties of the commencement of such Proceeding, the indemnifying parties will be entitled to participate in such Proceeding and, to the extent that they wish (unless the Indemnitor demonstrates indemnifying parties are also parties to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or the indemnifying parties fail to provide reasonable assurance to the Indemnified Persons of their financial capacity to defend such Proceeding), to assume the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own Proceeding with counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach satisfactory to the assets of Indemnitee as a result of such claimIndemnified Persons and, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor indemnifying parties to do sothe Indemnified Persons of their election to assume the defense of such Proceeding. If the Indemnitor assumes indemnifying parties assume the defense of any action or proceeding a Proceeding, (yi) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; and (ii) no compromise or settlement of such claims may be effected by the Indemnitor indemnifying parties without the Indemnitee's consent unless (A) there Indemnified Persons' consent. If notice is no finding or admission given to the indemnifying parties of the commencement of any violation Proceeding and the indemnifying parties do not, within twenty (20) days after the Indemnified Persons' notice is given, give notice to the Indemnified Persons of their election to assume the defense of such Proceeding, the indemnifying parties will be bound by any legal requirement determination made in such Proceeding or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement effected by the Indemnified Persons. With respect to any Proceeding both the Indemnified Persons and the indemnifying parties, as the case may be, shall keep the other parties fully informed of the Proceeding at all stages thereof and to render to each other such claims effected without its consentassistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Proceeding brought by any third party. With respect to any Proceeding, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential business records and the attorney-client and work-product privileges.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"“Indemnitee”), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify SellerSeller or the Members, or Buyer, as the case may be (the "INDEMNITOR"“Indemnitor”), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's ’s failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's ’s consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer (a) An Indemnified Person shall promptly give notice to each indemnifying party after obtaining knowledge of any matter as to which recovery may be sought against such indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit such indemnifying party or Seller parties to assume the defense of any such claim or any Proceeding resulting from such claim; provided, however, that failure to promptly give any such notice shall not affect the indemnification provided under this Section 10 except to the extent such indemnifying party or parties shall have been actually and materially prejudiced as a result of such failure. Notwithstanding the foregoing, an indemnifying party or parties may not assume the defense of any such third-party claim or Proceeding if they do not demonstrate to the reasonable satisfaction of the Indemnified Person that they have adequate financial resources to defend such claim or Proceeding and pay any and all Damages that may result therefrom, or if the claim or Proceeding (i) could result in imprisonment of the Indemnified Person, as (ii) could result in a criminal penalty or fine against the case Indemnified Person, the consequences of which would be reasonably likely to have a Material Adverse Effect on the Indemnified Person unrelated to the size of such penalty or fine, or (iii) could result in an equitable remedy which would materially impair the Indemnified Person's ability to exercise its rights under this Agreement, or impair ICC's right or ability to operate the business of Company. If an indemnifying party or parties assume the defense of such third party claim or Proceeding, such indemnifying party or parties shall agree prior thereto, in writing, that they are liable under this Section 10 to indemnify the Indemnified Persons in accordance with the terms contained herein in respect of such third party claim or Proceeding, shall conduct such defense diligently, shall have full and complete control over the conduct of such third party claim or Proceeding on behalf of the Indemnified Person and shall, in their sole discretion, have the sole right to decide all matters of procedure, strategy, substance and settlement relating to such third party claim or Proceeding; provided, however, that any counsel chosen by such indemnifying party or parties to conduct such defense shall be reasonably satisfactory to the Indemnified Person. The Indemnified Person may participate in such third party claim or Proceeding and retain separate co-counsel at its sole cost and expense (except that the indemnifying party or parties shall be responsible for the reasonable fees and expenses of one separate co-counsel for the Indemnified Person to the extent the Indemnified Person is advised by its counsel that the counsel the indemnifying party or parties have selected has a conflict of interest) and the indemnifying party or parties will not without the written consent of the Indemnified Person consent to the entry of any judgment or enter into any settlement with respect to such third party claim or Proceeding that does not include a provision whereby the plaintiff or the claimant in the matter releases the Indemnified Person from all liability with respect thereto. Failure by an indemnifying party or parties to notify the Indemnified Person of their election to defend any such third party claim or Proceeding by a third party within thirty (30) days after notice thereof shall have been given to such indemnifying party or parties by the "INDEMNITEE")Indemnified Person shall be deemed a waiver by such indemnifying party or parties of their right to defend such third party claim or Proceeding. In the event more than one of Majority Shareholders is the indemnifying party, receives notice then Majority Shareholders shall appoint one of them to act on the behalf of such Majority Shareholders in connection with the defense of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as Proceeding pursuant to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do soSection 10.4. If the Indemnitor assumes Company Shareholders are the indemnifying parties, their representative under the Escrow Agreement shall conduct such defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consenttheir behalf.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. IfPromptly after receipt by an indemnified party under Section 10.2, after the Closing Date10.3, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives 10.4 of notice of any third-party claim or alleged third-party claim asserting the existence commencement of any matter of Proceeding against it, such indemnified party will, if a nature as to which the Indemnitee claim is entitled to be indemnified made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, provided that if Sellers are the indemnifying party under Section 10.2 then Buyer need only give notice to Seller Representative and Seller Representative shall take all actions for Sellers as an indemnifying party pursuant to this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing Section 10.8 with respect thereto, but to such Proceeding. Failure to give notice to the failure to notify the Indemnitor indemnifying party will not relieve the Indemnitor indemnifying party of any liability that it may have to an Indemniteeany indemnified party, except to the extent that the Indemnitor indemnifying party demonstrates that the defense of such action has been is prejudiced by the Indemnitee's indemnified party’s failure to give such notice. The Indemnitor If any Proceeding referred to in Section 10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party, subject to the terms of Section 10.10, will have be entitled to participate in such Proceeding and, to the right extent that it wishes (unless the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend against such Proceeding and provide indemnification (to the extent not covered by the Letter of Credit) with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party at any such claim provided time within thirty (a) that the Indemnitor, within ten (1030) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is indemnified party has given notice of a claim as aforesaid and fails the commencement of such Proceeding and, after notice from the indemnifying party to notify Indemnitee the indemnified party of its election to defend assume the exclusive defense of such claim within Proceeding, the time prescribed hereinindemnifying party will not, or after having elected to defend such claim fails to institute and maintain as long as it conducts such defense as prescribed hereinwith reasonable diligence, be liable to the indemnified party under this Article 10 for any fees of other counsel or if any other expenses with respect to the defense of such defense is unsuccessful thenProceeding, in any each case subsequently incurred by the indemnified party in connection with the defense of such eventProceeding, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do soother than as expressly set forth in this Section 10.8. If the Indemnitor indemnifying party assumes the defense of any action or proceeding a Proceeding, (yi) no compromise or settlement of such claims may be effected by the Indemnitor indemnifying party without the Indemnitee's indemnified party’s consent (which may not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of Legal Requirements that would reasonably be expected to adversely affect the Acquired Companies in any legal requirement material respect or any violation of the rights of any person Person and no effect on any other claims that may be made against the Indemnitee, indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and indemnifying party, (zii) the Indemnitee indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent, (iii) the indemnified party may participate in the defense, settlement or compromise of the Proceeding and employ separate counsel at its sole expense except as expressly provided in this Section 10.8, and (iv) the indemnifying party shall consult with the indemnified party and take into account the advice and opinions of the indemnified party and its counsel in the conduct of such defense or settlement, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: (A) the indemnified party reasonably believes that the there is a reasonable likelihood of a conflict of interest between the indemnifying party and the indemnified party or (B) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after the indemnifying party has received notice of the institution of such Proceeding. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty (30) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. 77 Notwithstanding the foregoing, if an indemnified party determines in good faith after consulting with counsel that (i) there is a reasonable probability that a Proceeding may adversely affect the indemnified party or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (ii) there is a conflict of interest that would prevent the indemnifying party from fully or adequately representing the indemnified party’s interests with respect to a Proceeding, (iii) the indemnifying party assumes such defense but fails to conduct the defense of such Proceeding with reasonable diligence or (iv) the indemnifying party declines to direct the defense of any such claims or Proceeding pursuant to this Section 10.8 or withdraws from such defense, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will be entitled to participate in such Proceedings at its own expense. The indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld or delayed). Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Buyer Indemnified Person for purposes of any claim that a Seller Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. IfThe Buyer shall with reasonable promptness give to the Stockholders’ Agent written notice if it or any of the other Buyer Indemnitees becomes aware of any liability, after the Closing Dateloss, either a Buyer Indemnified Person or Seller Indemnified Persondamage, as the case claim, cost and expense with respect to which indemnity under Section 8.2 may be (asserted. If any claim is made by a third person or an action or proceeding commenced for which the "INDEMNITEE")any of the Buyer Indemnitees shall seek indemnity from the Stockholders, receives Buyer party shall give to the Stockholders’ Agent prompt written notice of the claim stating the nature and basis of such claim and, to the extent known, the amount of and remedy sought by such third person, and request the Stockholders’ Agent, on behalf of the Stockholders, to defend the same; provided, that the failure of the Buyer to deliver prompt written notice shall not result in any third-party claim liability on the part of the Buyer (or alleged third-party claim asserting result in the existence reduction of any matter of a nature as right to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, indemnification) except to the extent that the Indemnitor demonstrates that the defense of actual prejudice which results from such action has been prejudiced by the Indemnitee's failure to give such noticefailure. The Indemnitor will Stockholders’ Agent shall have the right to defend against any such claim provided (a) that liability at its expense, and shall give written notice to the Indemnitor, within ten (10) days Buyer of the commencement of such defense with reasonable promptness after the giving of such the written notice of the claim by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by IndemnitorBuyer. Indemnitee may, if it so elects, designate and pay for its own counsel The Buyer shall be entitled to participate with the counsel selected by Indemnitor Stockholders’ Agent in such defense (at the conduct Buyer’s expense except with respect to defenses which are not available to the Stockholders’ Agent), but shall not be entitled in any way to release, waive, settle, modify or pay such claim without the written consent of the Stockholders’ Agent (which consent shall not be unreasonably withheld or delayed) if the Stockholders’ Agent has assumed such defense. Indemnitor will In the event the Stockholders’ Agent does not permit any lien accept the defense of the matter as provided above, or execution to attach to does not notify the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee Buyer of its election to defend such claim a matter within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) 30 days after written notice from the Indemnitee requesting Indemnitor Buyer, the Buyer shall have the full right to do sodefend against such liability and consent to the entry of any judgment or settlement of the matter in such manner as it may deem appropriate. If In the Indemnitor assumes event the Stockholders’ Agent shall assume the defense, the Buyer shall cooperate in the defense of such action, and the records of the Buyer shall be available to the Stockholders’ Agent with respect to such defense, provided, however, that the Stockholders’ Agent shall not, in the defense of any action such action, consent to the entry of any judgment or proceeding (y) no compromise enter into any settlement where such entry of judgment or settlement of such claims may be effected by does not include a provision releasing the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no Buyer Indemnitees from all liability with respect to any compromise such action, except with the written consent of the Buyer (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything to the contrary, except with the consent of the Stockholders’ Agent, no consent or settlement of any third party claim shall be determinative of the amount of Damages relating to such claims effected without its consentclaim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify SellerSeller or the Shareholder, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer If an Indemnified Person or Seller Indemnified Person, as the case may be (the "INDEMNITEE"), receives written notice of any third-party claim or alleged third-party claim (a “Third-Party Claim”) asserting the existence of any matter of a nature as to which the Indemnitee an Indemnified Person is entitled to be indemnified under this Agreement, the Indemnitee such Indemnified Person shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR")Indemnifying Person, in writing with respect thereto, but the failure to notify the Indemnitor will Indemnifying Person is not to relieve the Indemnitor Indemnifying Person of any liability Liability that it may have the Indemnifying Person has to an Indemniteesuch Indemnified Person, except to the extent that (and only to the Indemnitor demonstrates that the defense of extent that) such action has been prejudiced failure is demonstrated by the Indemnitee's failure Indemnifying Person to give have actually caused the Damages for which the Indemnifying Person is obligated to pay under this Agreement to be greater than such noticeDamages that would have been payable had such Indemnified Person given the prompt notice required by this Agreement. The Indemnitor will Indemnifying Person is to have the right to defend against any such claim Third-Party Claim provided that (a) that the IndemnitorIndemnifying Person, within ten (10) days 15 Business Days after the giving of such notice by Indemniteesuch Indemnified Person, notifies Indemnitee such Indemnified Person in writing that (i) Indemnitor the Indemnifying Person disputes such claim Third-Party Claim and gives reasons therefor, and (ii) Indemnitor the Indemnifying Person will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitorthe Indemnifying Person. Indemnitee maySuch Indemnified Person is permitted to, if it so electselects and at its sole cost and expense, designate and pay for its own counsel to participate with the counsel selected by Indemnitor the Indemnifying Person in the conduct of such defense. Indemnitor The Indemnifying Person will not permit any lien or execution Encumbrance to attach to the assets of Indemnitee such Indemnified Person as a result of such claimThird-Party Claim, and the Indemnitor Indemnifying Person shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will the Indemnifying Person shall keep Indemnitee such Indemnified Person fully advised as to the status of such defense. If Indemnitor the Indemnifying Person is given notice of a claim as aforesaid Third-Party Claim in compliance with this Section 5.4 and fails to notify Indemnitee such Indemnified Person of its election to defend such claim Third-Party Claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed hereinin this Section 5.4, or if such defense is unsuccessful unsuccessful, then, in any such event, the Indemnitor Indemnifying Person shall fully satisfy and discharge the claim Third-Party Claim within ten (10) 15 days after notice from such Indemnified Person requesting the Indemnitee requesting Indemnitor Indemnifying Person to do so. Notwithstanding anything in this Agreement to the contrary, where a Company Indemnified Person receives a written notice of a Third-Party Claim or alleged Third-Party Claim that relates to periods before, at or after the Closing, such Company Indemnified Person is to have the sole right to defend any such Third-Party Claim and is not be deemed to have waived any right to indemnification. If the Indemnitor Indemnifying Person assumes the defense of any action or proceeding Proceeding (yA) no compromise or settlement of such claims may Third-Party Claims is to be effected by the Indemnitor Indemnifying Person without the Indemnitee's such Indemnified Person’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (A1) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person Legal Requirement and no effect on any other claims that may be made against the Indemniteesuch Indemnified Person, and (B2) the sole relief provided is monetary damages that are paid in full by the IndemnitorIndemnifying Person; and (zB) the Indemnitee will such Indemnified Person is to have no liability Liability with respect to any compromise or settlement of such claims Third-Party Claims effected without its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. IfPromptly after receipt by Parent, after the Closing DateSurviving Corporation or any of their respective Indemnified Parties, either or the Shareholder Representative, the Company or any of their respective Indemnified Parties, of written notice of a Buyer claim or the commencement of any action or proceeding against it (a “Third-Party Claim”), Parent or the Surviving Corporation, on behalf of themselves and their Indemnified Person or Seller Parties, and the Shareholder Representative, on behalf of itself, the Shareholders and their Indemnified Parties, shall, if a claim in respect thereof is to be made against any Person, give written notice (which in the case of Company Related Damages, such notice shall be given only to the Shareholder Representative as representative for the Shareholders and not in its personal capacity, such Persons to whom such notice is given are referred to as the case may be “Indemnifying Party”) to the Indemnifying Party (the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure so to notify the Indemnitor will Indemnifying Party shall not relieve the Indemnitor it of any liability that it may have to an Indemnitee, any Indemnified Party except to the extent that the Indemnitor Indemnifying Party demonstrates that the defense of such action has been is materially prejudiced by the Indemnitee's failure to give such noticethereby). The Indemnitor will have Indemnifying Party shall be entitled to participate therein and, to the right extent that it shall wish (unless the Indemnifying Party is also a party to defend against such action or proceeding and the Person seeking indemnification reasonably determines that joint representation would be inappropriate) to assume the defense thereof with counsel reasonably satisfactory to such Person seeking indemnification, after notice from the Indemnifying Party to such Person seeking indemnification of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Person seeking indemnification for any fees or other expenses of counsel or any other expenses with respect to the defense of such claim provided action or proceeding, in each case, subsequently incurred by such Person seeking indemnification in connection with the defense thereof, so long as the Indemnifying Party is diligently defending the same. If an Indemnifying Party assumes the defense of such action or proceeding, (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor willPerson seeking indemnification shall be entitled, at its own cost and expense, defend to participate in the samedefense thereof, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims thereof may be effected by the Indemnitor Indemnifying Party without the Indemnitee's Person seeking indemnification’s reasonable consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (Bi) the sole relief provided is monetary damages that are paid in full by the Indemnitor; Indemnifying Party and (zii) such judgment or settlement includes as an unconditional term thereof the giving by each claimant or plaintiff to each Person seeking indemnification of a release from all liability in respect of such action or proceeding and (c) the Indemnitee will Person seeking indemnification shall have no liability with respect to any other compromise or settlement thereof effected without its consent which shall not be unreasonably withheld. As to any such action or proceeding as to which the Indemnifying Party did not assume the defense thereof, no compromise or settlement of any such claims action or proceeding may be effected by a Person seeking indemnification without its the Indemnifying Party’s consent, which consent will not be unreasonably withheld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, (a) An indemnified party shall promptly give notice to each indemnifying party after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, obtaining knowledge of any matter as the case to which recovery may be sought against such indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit such indemnifying party to assume the defense of any such claim or any Proceeding resulting from such claim; provided, however, that failure to promptly give any such notice shall not affect the indemnification provided under this Section 11 except to the extent such indemnifying party shall have been actually and materially prejudiced as a result of such failure. Notwithstanding the foregoing, an indemnifying party may not assume the defense of any such third-party claim or Proceeding if it does not demonstrate to the reasonable satisfaction of the indemnified party that it has adequate financial resources to defend such claim or Proceeding and pay any and all Damages that may result therefrom, or if the claim or Proceeding (i) could result in imprisonment of the "INDEMNITEE")indemnified party, receives (ii) could result in a criminal penalty or fine against the indemnified party the consequences of which would be reasonably likely to have a Material Adverse Effect on the indemnified party unrelated to the size of such penalty or fine or (iii) could result in an equitable remedy which would materially impair the indemnified party's ability to exercise its rights under this Agreement, or impair ICC's right or ability to operate the Company. If an indemnifying party assumes the defense of such third party claim or Proceeding, such indemnifying party shall agree prior thereto, in writing, that it is liable under this Section 11 to indemnify the indemnified party in accordance with the terms contained herein in respect of such claim or Proceeding, shall conduct such defense diligently, shall have full and complete control over the conduct of such claim or Proceeding on behalf of the indemnified party and shall, in his or her or its sole discretion, have the right to decide all matters of procedure, strategy, substance and settlement relating to such claim or Proceeding; provided; however, that any counsel chosen by such indemnifying party to conduct such defense shall be reasonably satisfactory to the indemnified party. The indemnified party may participate in such claim or Proceeding and retain separate co-counsel at its sole cost and expense (except that the indemnifying party shall be responsible for the fees and expenses of one separate co-counsel for the indemnified party to the extent the indemnified party is advised by its counsel that the counsel the indemnifying party has selected has a conflict of interest) and the indemnifying party will not without the written consent of the indemnified party consent to the entry of any judgment or enter into any settlement with respect to the matter which does not include a provision whereby the plaintiff or the claimant in the matter releases the indemnified party from all liability with respect thereto. Failure by an indemnifying party to notify the indemnified party of its election to defend any such claim or Proceeding by a third party within thirty (30) days after notice thereof shall have been given to such indemnifying party by the indemnified party shall be deemed a waiver by such indemnifying party of its right to defend such claim or Proceeding. In the event more than one of the Sellers is the indemnifying party, then the Sellers shall appoint one of them to act on behalf of such Sellers in connection with the defense of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as Proceeding pursuant to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to an Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentSection 11.4.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, Promptly after the Closing Date, either a Buyer receipt by an Indemnified Person under Section 9.1, 9.2, 9.8, 9.9 or Seller Indemnified Person, as 10.12 of notice of the case may be (the "INDEMNITEE"), receives notice commencement or Threatened commencement of any third-party Proceeding against it (a "Third-Party Claim"), such Indemnified Person shall, if a claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee is entitled to be indemnified under this Agreement, the Indemnitee shall promptly notify Seller, or Buyer, as the case may be made against a Person (the "INDEMNITORIndemnifying Person")) under Section 9.1, in writing with respect thereto9.2, but 9.8, 9.9 or 10.12, give written notice containing reasonable detail to the Indemnifying Person of the assertion of such Third-Party Claim. The failure to notify the Indemnitor will not give such prompt written notice shall not, however, relieve the Indemnitor Indemnifying Person of any liability that it may have to an Indemniteetheir indemnification obligations, except and only to the extent that the Indemnitor demonstrates that such failure materially prejudices the defense of such action has been prejudiced by Third-Party Claim. If any Third-Party Claim is brought against an Indemnified Person, the Indemnitee's failure to give such notice. The Indemnitor will have Indemnifying Person may participate in the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving defense of such notice by IndemniteeThird-Party Claim and, notifies Indemnitee in writing to the extent that (i) Indemnitor disputes such claim and gives reasons thereforit may elect, and (ii) Indemnitor will, at its own cost and expense, defend to assume the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach Third-Party Claim with counsel reasonably satisfactory to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the sameIndemnified Person. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor Indemnifying Person shall fully satisfy not, so long as it diligently conducts such defense, be liable to the Indemnified Person under Section 9.1, 9.2, 9.8, 9.9 or 10.12, as applicable, for any fees of other counsel with respect to the defense of such Proceeding; provided, however, that if the Indemnifying Person and discharge the claim Indemnified Person are both named parties to the Proceeding and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnified Person may participate in such defense with one separate counsel (and one additional separate local counsel) at the reasonable expense of the Indemnifying Person. An election to assume the defense of a Third-Party Claim shall not be deemed to be an admission that the Indemnifying Person is liable to the Indemnified Person in respect of such Third-Party Claim or that the claims made in the Third-Party Claim are within ten (10) days after notice from the Indemnitee requesting Indemnitor scope of or subject to do soindemnification under Section 9.1, 9.2, 9.8, 9.9 or 10.12, as applicable. If the Indemnitor Indemnifying Person assumes the defense of a Third-Party Claim, then the Indemnified Person may participate in the defense of such Third-Party Claim, including attending meetings, conferences, teleconferences, settlement negotiations and other related events (and to employ counsel at its own expense in connection therewith); provided, it being understood that the Indemnifying Person shall control the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of any action or proceeding (y) such Third-Party Claim, the Indemnified Person shall cooperate with the Indemnifying Person in the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of the Third-Party Claim, no compromise or settlement of such claims claim may be effected by the Indemnitor Indemnifying Person without the IndemniteeIndemnified Person's prior written consent (which shall not be unreasonably withheld, conditioned or delayed) unless (Ai) there is no finding or admission of any violation of any legal requirement Legal Requirements or any violation of the rights of any person and no effect on any other claims that may be made against the IndemniteePerson, and (Bii) the sole relief provided is monetary damages that are paid in full by the Indemnitor; Indemnifying Person and (ziii) the Indemnitee will have no liability terms of such compromise or settlement include a full and unconditional release of the Indemnified Person from all Liability with respect to such Third-Party Claim. Without the Indemnifying Person's prior written consent, which shall not be unreasonably withheld, conditioned or delayed, no Indemnified Person may settle or compromise any compromise Third-Party Claim or settlement consent to the entry of any judgment for which the Indemnified Person is seeking indemnification under Section 9.1, 9.2, 9.8, 9.9 or 10.12, as applicable, unless the Indemnifying Person fails to assume and maintain the defense of such claims effected without Third-Party Claim pursuant to this Section 9.5(b). If it is ultimately determined that the Indemnifying Person is not obligated to indemnify, defend or hold harmless the Indemnified Person in connection with any Third-Party Claim, then the Indemnified Person shall promptly reimburse the Indemnifying Person for any and all costs and expenses (including reasonable attorney's fees and court costs) incurred by the Indemnifying Person in its consentdefense of such Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, (a) An indemnified party shall promptly give notice to each indemnifying party after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, obtaining knowledge of any matter as the case to which recovery may be (sought against such indemnifying party because of the "INDEMNITEE")indemnity set forth above, receives notice and, if such indemnity shall arise from the claim of a third party, shall permit such indemnifying party to assume the defense of any such claim or any Proceeding resulting from such claim; provided, however, that failure to promptly give any such notice shall not affect the indemnification provided under this PARAGRAPH 7 except to the extent such indemnifying party shall have been actually and materially prejudiced as a result of such failure. Notwithstanding the foregoing, an indemnifying party may not assume the defense of any such third-party claim or alleged third-Proceeding if it does not demonstrate to the reasonable satisfaction of the indemnified party that it has adequate financial resources to defend such claim asserting or Proceeding and pay any and all damages that may result therefrom, or if the existence claim or Proceeding (i) could result in imprisonment of any matter the indemnified party, (ii) could result in a criminal penalty or fine against the indemnified party the consequences of which would be reasonably likely to have a nature as Material Adverse Effect on the indemnified party unrelated to the size of such penalty or fine or (iii) could result in an equitable remedy which would materially impair the Indemnitee is entitled indemnified party's ability to be indemnified exercise its rights under this Agreement, or impair HSNS's right or ability to operate the Indemnitee shall promptly notify Seller, or Buyer, as the case may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to Acquired Business. If an Indemnitee, except to the extent that the Indemnitor demonstrates that indemnifying party assumes the defense of such action has been prejudiced by third party claim or Proceeding, such indemnifying party shall agree prior thereto, in writing, that it is liable under this PARAGRAPH 7 to indemnify the Indemnitee's failure to give indemnified party in accordance with the terms contained herein in respect of such notice. The Indemnitor will claim or Proceeding, shall conduct such defense diligently, shall have full and complete control over the conduct of such claim or Proceeding on behalf of the indemnified party and shall, in his or her or its sole discretion, have the right to defend against any decide all matters of procedure, strategy, substance and settlement relating to such claim provided or Proceeding; provided, however, that any counsel chosen by such indemnifying party to conduct such defense shall be reasonably satisfactory to the indemnified party. The indemnified party may participate in such claim or Proceeding and retain separate co-counsel at its sole cost and expense (a) except that the Indemnitor, within ten (10) days after indemnifying party shall be 32 34 responsible for the giving reasonable fees and expenses of such notice one separate co-counsel for the indemnified party to the extent the indemnified party is advised by Indemnitee, notifies Indemnitee in writing its counsel that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel the indemnifying party has selected by Indemnitor has a conflict of interest) and the indemnifying party will not without the written consent of the indemnified party consent to the entry of any judgment or enter into any settlement with respect to the matter which does not include a provision whereby the plaintiff or the claimant in the conduct of such defensematter releases the indemnified party from all liability with respect thereto. Indemnitor will not permit any lien or execution to attach to the assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails Failure by an indemnifying party to notify Indemnitee the indemnified party of its election to defend any such claim or Proceeding by a third party within thirty (30) days after notice thereof shall have been given to such indemnifying party by the time prescribed herein, or after having elected indemnified party shall be deemed a waiver by such indemnifying party of its right to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (z) the Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentProceeding.