Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionparty, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the defense of such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, action by the indemnifying party shall not be responsible for any such increaseis prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof with counsel reasonably reasonable satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects to such indemnified party of its election so to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible liable to such indemnified party under such section for paying for more any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than one separate firm reasonable costs of attorneys to represent the indemnified partiesinvestigation, regardless of the number of indemnified parties. If the an indemnifying party elects to assume the defense of such an action, : (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably unreasonable withheld) unless unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action 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 determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated 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 action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 9.2 or Section 11.4 9.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityparty, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counselparty, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the The indemnifying party shall have no liability with respect to any compromise or settlement thereof of any action effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the defense of such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, action by the indemnifying party shall not be responsible for any such increaseis prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof with counsel reasonably reasonable satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects to such indemnified party of its election so to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible liable to such indemnified party under such section for paying for more any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than one separate firm reasonable costs of attorneys to represent the indemnified partiesinvestigation, regardless of the number of indemnified parties. If the an indemnifying party elects to assume the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written 's consent (which shall not be unreasonably unreasonable withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (ii) and no adverse effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and party, (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be reasonably withheld) and (c) the indemnified party will reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within 15 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 determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated 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 action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After receipt Each claim for indemnification, including those claims resulting from the assertion of liability by an Persons not parties to this Agreement, including claims by any Governmental Authority for penalties, fines and assessments, must be made by delivery by the Party to be indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 (the “Indemnified Party”) to the Party responsible for the indemnification obligation (the “Indemnifying Party”) of written notice containing details reasonably sufficient to disclose to the Indemnifying Party the nature and scope of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against including an indemnifying party under such Section, give written notice to the indemnifying party estimate of the commencement thereofamount of claimed Adverse Consequences and copies of all relevant pleadings, documents and information within ten (10) Business Days after the Indemnified Party’s knowledge of such claim. The Any failure to promptly notify in the indemnifying party delivery of such notice shall not relieve it affect the obligations of any liability that it may have to any indemnified party with respect to such action; provided thatthe Indemnifying Party, except to the extent that any such the rights and remedies of the Indemnifying Party are adversely affected or prejudiced as a result of the failure to provide prompt notice give, or delay in giving, such notice. In the event that any Action is responsible brought against an Indemnified Party for an increase in which the indemnity obligations Indemnifying Party may be required to indemnify the Indemnified Party hereunder, the Action shall be defended by the Indemnifying Party and such defense shall include all appeals or reviews. The Indemnifying Party shall not make any settlement of any claims without the written consent of the indemnifying partyIndemnified Party, the indemnifying party which consent shall not be responsible for unreasonably withheld, conditioned or delayed, provided, however, that such consent shall not be required if (i) the settlement does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party, (ii) the sole relief is monetary damages, which the Indemnifying Party shall pay or cause to be paid concurrently with the effectiveness of such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to settlement, (iii) the indemnifying party settlement involves a full release of the commencement thereof, claim and (iv) the indemnifying party shall be entitled settlement does not encumber any of the assets of any Indemnified Party or impose any restriction or condition that would apply to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyor materially adversely affect any Indemnified Party. If the indemnifying party elects to assume Indemnified Party withholds its consent unreasonably, the Indemnified Party shall be obligated for any future expenses and excess settlement amounts. The Indemnified Party shall fully cooperate at its expense in connection with the defense of any such actionclaims including, without limitation, reasonable access to the indemnified party shall Indemnified Party’s records and personnel relating to such claim, and will have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with any claim by counsel of its own choice, choosing and at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governown expense.

Procedure for Indemnification. After receipt by If an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of indemnitee receives notice of any ----------------------------- claim, or the commencement of any action, such indemnified party shall, if a claim in by a person who is not a party to this Agreement (a "Third Party Claim") with respect thereof is to be made against which an indemnifying party may be obligated to provide indemnification under such Sectionthis Agreement, the indemnitee shall give written the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the commencement thereofextent that the indemnifying party is prejudiced by the failure to give the notice. The failure to promptly notify notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible assume responsibility for an increase defending a Third Party Claim only in the indemnity obligations event of a good faith dispute that the indemnifying partyclaim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be responsible liable for any such increaselegal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. In case If an indemnifying party elects to defend or compromise any such action Third Party Claim, the indemnitee shall be brought against an indemnified party and it shall give written notice to cooperate with the indemnifying party of in all reasonable respects in connection the commencement thereofdefense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be entitled subrogated to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party and shall have the right to employ separate counsel at its own expense and to participate stand in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense place of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability indemnitee with respect to any compromise rights or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless claims the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts indemnitee may have in connection with the contest provisions in Section 8.7 with respect to any contest Third Party Claim, or claim relating to taxes, Section 8.7 shall governagainst the person asserting the Third Party Claim.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, 11.2 or Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 10.2 or Section 11.4 10.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityparty, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counselparty, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s 's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After receipt In the event that either party to this Agreement shall incur any damages in respect of which indemnity may be sought by an such party pursuant to this Section 11 or any other provision of this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party under Section 11.1providing indemnification (the "Indemnitor") promptly. In the case of third party claims, Section 11.2, Section 11.3 or Section 11.4 of such notice shall in any event be given as soon as possible of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The that any delay or failure to promptly notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or failure to provide prompt notice is responsible for an increase in notify. In the indemnity obligations case of the indemnifying partythird party claims, the indemnifying party shall not be responsible for any Indemnitor shall, within 10 days of receipt of notice of such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to claim, notify the indemnifying party Indemnitee of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects its intention to assume the defense of such actionclaim if the Indemnitor concurrently assumes the obligation to indemnify the Indemnitee. If the Indemnitor assumes the defense of the claim, the indemnified party Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ separate counsel at its own expense and to participate contest any such claim or liability in the defense thereofname of the Indemnitee or otherwise. If the indemnifying party elects Indemnitor shall not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of any such action with counsel claim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of its own choiceSeller or Buyer damages, at as the expense case may be, shall be made within ten (10) days of a final determination of a claim. A final determination of a disputed claim shall be (v) a judgment of any court determining the validity of the indemnifying party. If disputed claim, if no appeal is pending from such judgment or if the action is asserted against both time to appeal therefrom has elapsed, (w) an award of any arbitration determining the indemnifying party and the indemnified party and (i) there is a conflict validity of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilitydisputed claim, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all not pending any motion to set aside such parties award or if the time within to be represented by common counselmove to set such award aside has elapsed, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless (x) a written termination of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability dispute with respect to any compromise such claim signed by all of the parties thereto or settlement thereof effected without its their attorneys, (y) a written consent acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, or (which z) such other evidence of final determination of a disputed claim as shall not be unreasonably withheld) unless acceptable to the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governparties.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 Promptly following the discovery of any breach of a representation or Section 11.4 of notice warranty of the commencement Company or the Purchasers contained in this Agreement, of any action, such indemnified third party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it or of any liability that it may have other matter which could entitle Purchasers or the Company to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such actionindemnification under this Agreement, the indemnified party shall give notice to the indemnitor. The indemnitor shall have ten days from receipt of such notice to pay the right to employ separate counsel at its own expense and to participate in amount of damages so specified or challenge the defense thereofclaim. If the indemnifying indemnitor disputes such claim for indemnification, the indemnitor shall be given 10 days in which to meet with the Company's accountants, review the basis for such claim and dispute the findings, if appropriate. If any claim for indemnification hereunder results from any claim or Loss by a person who is not a party elects not to assume this Agreement ("Third Party Claim"), such notice shall also specify, if known, the amount or fails to assume) an estimate of the amount of the liability arising therefrom. The Indemnitee shall give the other party prompt notice of any such claim and the Indemnitor shall undertake the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel thereof by representatives of its own choicechoosing, reasonably satisfactory to the Indemnitee, at the expense of the indemnifying partyIndemnitor. The Indemnitee shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing, at its own expense. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict Indemnitor, within 20 days after notice of interests which renders it inappropriate for the same counsel any such Third Party Claim, fails to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilitydefend, the indemnifying party Indemnitee shall be responsible for paying for separate counsel for have the indemnified party; providedright to undertake the defense, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by of such Third Party Claim on behalf, and for the indemnifying party without account of, Indemnitor, at the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party expense and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governrisk of Indemnitor.

Procedure for Indemnification. After receipt (a) A claim for indemnification for any matter not involving a third party claim may be asserted by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice from whom indemnification is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partysought; provided, however, that if there is more than one indemnified failure to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article 5, except as provided in Section 5.4 below. In the case of any claim asserted by a third party and it is practical for all such parties against a party entitled to be represented by common counselindemnification under this Agreement (the “Indemnified Party”), the indemnifying Indemnified Party shall deliver a Notice of Claim to the party required to provide indemnification (the “Indemnifying Party”) within a reasonable time after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought. The Indemnified Party shall not be responsible for paying for more than one separate firm of attorneys to represent permit the indemnified parties, regardless Indemnifying Party (at the expense of the number of indemnified parties. If the indemnifying party elects Indemnifying Party) to assume the defense of any such actionclaim or any litigation resulting therefrom, provided, that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, (aii) no compromise or settlement thereof may be effected by the indemnifying party without Indemnifying Party shall have acknowledged in writing to the indemnified party’s Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder, and (iii) the failure of any Indemnified Party to deliver a Notice of Claim as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is prejudiced as a result of such failure to deliver such Notice of Claim. Except with the prior written consent (which of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not be unreasonably withheld) unless include as an unconditional term thereof the sole relief provided is monetary damages that are paid in full giving by the indemnifying party and (b) the indemnifying party shall have no each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any compromise litigation relating thereto, the Indemnified Party shall have the right to assume control over the defense, settlement, negotiations or settlement thereof effected litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding; and provided, further, that if the Indemnified Party does so assume control (i) the Indemnifying Party shall be entitled to participate in the defense of such claim (at the Indemnifying Party’s expense) and (ii) the Indemnified Party shall not settle such claim or litigation without its the written consent (which shall of the Indemnifying Party, such consent not to be unreasonably withheld) unless . In the indemnifying party has failed event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such indemnified party against claim or demand, and shall be entitled to settle or agree to pay in full such action. If this Section 11.5 conflicts claim or demand; provided, however, that except with the contest provisions in Section 8.7 prior written consent of the Indemnifying Party, such Indemnified Party shall not consent to entry of any judgment nor enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnifying Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnifying Party of a release from all liability with respect to such claim or litigation. In any contest event, the Company and the Purchaser shall cooperate with each other in the defense of any claim or claim relating litigation subject to taxesthis Section 5 and, Section 8.7 subject to applicable attorney-client privileges unless otherwise specifically waived in writing, the records of each of the Company and the Purchaser shall governbe available to the other with respect to such defense.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 12.1 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall promptly give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may shall wish, within ten Business Days of receipt of such notice, to assume the defense thereof with counsel of its choice and reasonably satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects to such indemnified party of its election so to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible liable to such indemnified party under such section for paying for more any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than one separate firm reasonable costs of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesinvestigation. If the an indemnifying party elects to assume assumes the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written 's consent unless (which shall not i) there is no finding or admission of any violation of law or any violation of the rights of the indemnified party and no effect on any other claims that may be unreasonably withheldmade against the indemnified party and (ii) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless ). If notice is given to an indemnifying party of the commencement of any action and it does not, within ten Business 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 has failed to defend 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 an action may adversely affect it or its Affiliates other than as a result of monetary damages, such indemnified party against may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action. If this Section 11.5 conflicts with , but the contest provisions in Section 8.7 with respect to indemnifying party shall not be bound by any contest determination of an action so defended or claim relating to taxes, Section 8.7 any compromise or settlement thereof effected without its consent (which shall governnot be unreasonably withheld).

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.110.2, Section 11.2, Section 11.3 10.3 or Section 11.4 10.4 of notice of the commencement of any action, such indemnified party shall, if a claim for indemnification in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityparty, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counselparty, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the The indemnifying party shall have no liability with respect to any compromise or settlement thereof of any action effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After receipt In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be sought by an such party pursuant to this Section 13 or any other provision of this Agreement, the party indemnified hereunder (the "INDEMNITEE") shall notify the party under Section 11.1providing indemnification (the "INDEMNITOR") promptly. In the case of third party claims, Section 11.2, Section 11.3 or Section 11.4 of such notice shall in any event be given within 10 days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The that any delay or failure to promptly notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or failure to provide prompt notice is responsible for an increase in notify. In the indemnity obligations case of the indemnifying partythird party claims, the indemnifying party shall not be responsible for any Indemnitor shall, within 10 days of receipt of notice of such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to claim, notify the indemnifying party Indemnitee of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects its intention to assume the defense of such actionclaim. If the Indemnitor assumes the defense of the claim, the indemnified party Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ separate counsel at its own expense and to participate contest any such claim or liability in the defense thereofname of the Indemnitee or otherwise. If the indemnifying party elects Indemnitor shall not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of any such action with counsel of its own choiceclaim or litigation resulting therefrom, at the expense of the indemnifying party. If the action is asserted Indemnitee may defend against both the indemnifying party any such claim or litigation in such manner as it may deem appropriate and the indemnified party Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, and (i) there assert against the Indemnitor any rights or claims to which the Indemnitee is a conflict entitled. Payment of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party Damages shall be responsible for paying for separate counsel for made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the indemnified party; providedvalidity of disputed claim, howeverif no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, that (b) an award of any arbitration determining the validity of such disputed claim, if there is more than one indemnified party and it is practical for all not pending any motion to set aside such parties award or if the time within to be represented by common counselmove to set such award aside has elapsed, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless (c) a written termination of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability dispute with respect to any compromise such claim signed by all of the parties thereto or settlement thereof effected without its their attorneys, (d) a written consent acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, or (which e) such other evidence of final determination of a disputed claim as shall not be unreasonably withheld) unless acceptable to the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governparties.

Procedure for Indemnification. After Promptly after receipt by an indemnified party party, under Section 11.15(a) or 5(b), Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under any of these Sections; but the omission of such Section, give written notice to shall not relieve the indemnifying party of from liability which it may have to the commencement thereof. The failure indemnified party under this Section 5, except to promptly notify the extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increaseotherwise than under this Section 5. In case any such the event that an action shall be is brought against an the indemnified party and it shall give written notice to such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it may wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If , and after notice from the indemnifying party elects to assume the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party that the indemnified party believes it has failed to do so, or (ii) if the indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there are legal defenses available to the indemnified party which are not available to the indemnifying party, or (iii) if representation of such actionboth parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to employ separate counsel at assume or continue its own expense and to participate in the defense thereofas set forth above. If In no event shall the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the counsel for all indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. After receipt Each claim for indemnification, including those claims resulting from the assertion of liability by an Persons not parties to this Agreement, including claims by any Governmental Authority for penalties, fines and assessments, must be made by delivery by the Party to be indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 (the “Indemnified Party”) to the Party responsible for the indemnification obligation (the “Indemnifying Party”) of written notice containing details reasonably sufficient to disclose to the Indemnifying Party the nature and scope of the commencement of any actionclaim, such indemnified party shall, if a claim in respect thereof is to be made against including an indemnifying party under such Section, give written notice to the indemnifying party estimate of the commencement thereofamount of claimed Adverse Consequences and copies of all relevant pleadings, documents and information, within ten (10) Business Days after the Indemnified Party’s knowledge of such claim. The Any failure to promptly notify in the indemnifying party delivery of such notice shall not relieve it affect the obligations of any liability that it may have to any indemnified party with respect to such action; provided thatthe Indemnifying Party, except to the extent that any such the rights and remedies of the Indemnifying Party are adversely affected or prejudiced as a result of the failure to provide prompt notice give, or delay in giving, such notice. In the event that any Action is responsible brought against an Indemnified Party for an increase in which the indemnity obligations Indemnifying Party may be required to indemnify the Indemnified Party hereunder, the Action shall be defended by the Indemnifying Party and such defense shall include all appeals or reviews. The Indemnifying Party shall not make any settlement of any claims without the written consent of the indemnifying partyIndemnified Party, the indemnifying party which consent shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereofunreasonably withheld, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (conditioned or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partydelayed; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party consent shall not be responsible for paying for more than one separate firm required if (i) the settlement does not involve any finding or admission of attorneys any violation of Law or admission of any wrongdoing by the Indemnified Party, (ii) the sole relief is monetary damages, which the Indemnifying Party shall pay or cause to represent be paid concurrently with the indemnified partieseffectiveness of such settlement, regardless (iii) the settlement involves a full release of the number claim and (iv) the settlement does not encumber any of indemnified partiesthe assets of any Indemnified Party or impose any restriction or condition that would apply to or materially adversely affect any Indemnified Party. If the indemnifying party elects to assume Indemnified Party withholds its consent unreasonably, the Indemnified Party shall be obligated for any future expenses and excess settlement amounts. The Indemnified Party shall fully cooperate at its expense in connection with the defense of any such actionclaims, (a) no compromise or settlement thereof may be effected by including, without limitation, reasonable access to the indemnifying party without the indemnified partyIndemnified Party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party records and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim personnel relating to taxessuch claim, Section 8.7 shall governand will have the right to participate in the defense of any claim by counsel of its own choosing and at its own expense.

Procedure for Indemnification. After receipt by an indemnified Any party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if making a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to for indemnification hereunder (the indemnifying party of the commencement thereof. The failure to "Indemnitee") shall promptly notify the indemnifying party (the "Indemnifying Party") of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The Indemnifying Party shall not relieve it respond to each such claim within thirty (30) days of any liability that it may have receipt of such notice. No action shall be taken pursuant to any indemnified party with respect the provisions of this Agreement or otherwise by the Indemnitee until the later of (a) the expiration of the thirty (30) day response period (unless reasonably necessary to protect the rights of the Indemnitee), or (b) thirty (30) days following the receipt of a response within such action; provided thatthirty (30) day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent that any so cured within such failure to provide prompt notice thirty (30) day cure period). If such demand is responsible for an increase in the indemnity obligations of the indemnifying based on a claim by a third party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party Indemnifying Party shall have the right to employ separate counsel assume the entire control of the defense, compromise or settlement thereof, including at its own expense and expense, employment of counsel reasonably satisfactory to participate the Indemnitee, and, in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such actionconnection therewith, the indemnified Indemnitee shall cooperate fully to make available to the Indemnifying Party all pertinent information under its control. The Indemnifying Party shall not concede, settle or compromise any such third-party shall be entitled to assume claim without the defense of such action with counsel of its own choice, at the expense consent of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests Indemnitee, which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless withheld or delayed. No claim for indemnification resulting from the sole relief provided is monetary damages that are paid breach or falsity of any of the representations or warranties set forth herein or in full by the indemnifying party and (b) the indemnifying party any certificate or other instrument delivered pursuant hereto shall be made after a date on which such representation, warranty or agreement shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless expired under the indemnifying party has failed to defend such indemnified party against such action. If this provisions of Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern9.1 hereof.

Procedure for Indemnification. After Promptly after receipt by an indemnified party party, under Section 11.15(a) or 5(b), Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under any of these Sections; but the omission of such Section, give written notice to shall not relieve the indemnifying party of from liability which it may have to the commencement thereof. The failure indemnified party under this Section 5, except to promptly notify the extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increaseotherwise than under this Section 5. In case any such the event that an action shall be is brought against an the indemnified party and it shall give written notice to such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it may wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If , and after notice from the indemnifying party elects to assume the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party that the indemnified party believes it has failed to do so, or (ii) if the indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there are legal defenses available to the indemnified party which are not available to the indemnifying party, or (iii) if representation of such actionboth parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to employ separate counsel at assume or continue its own expense and to participate in the defense thereofas set forth above. If In no event shall the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the counsel for all indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. After receipt by Any party entitled to indemnification under this Article IX (an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the commencement thereof. The failure of any party entitled to promptly notify indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, its obligations under this Article IX except to the extent that any the indemnifying party is actually prejudiced by such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increasegive notice. In case any such action shall be action, proceeding or claim is brought against an indemnified party and it shall give written notice to the indemnifying party Indemnified Party in respect of the commencement thereofwhich indemnification is sought hereunder, the indemnifying party shall be entitled to participate therein in and, unless in the reasonable judgment of counsel to the extent that Indemnified Party a conflict of interest between it and the indemnifying party may wishexist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such indemnified partya claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to assume defend any such action or claim, then the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party Indemnified Party shall be entitled to assume the participate in such defense of such action with counsel of its own choice, choice at the expense of the indemnifying partyits sole cost and expense. If the action is asserted against both the The indemnifying party and shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article IX to the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilitycontrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be responsible for paying for separate counsel for in addition to (a) any cause of action or similar rights of the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, Indemnified Party against the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified partiesor others, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) any liabilities the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not may be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governsubject to.

Procedure for Indemnification. After receipt A Party (the “Indemnitee”) that intends to claim indemnification under Sections 7.1 or 7.2 shall promptly notify the other Party (the “Indemnitor”) of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires, to assume the defense thereof with counsel selected by an indemnified party the Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in such proceeding. The indemnity obligations under Section 11.1Sections 7.1 and 7.2 shall not apply to amounts paid in settlement of any claim, Section 11.2demand, Section 11.3 action or Section 11.4 other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any action, such indemnified party shallaction or other proceeding, if a claim in prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under Sections 7.1 and 7.2 with respect thereof is thereto, but the omission so to be made against an indemnifying party under such Section, give written deliver notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party Indemnitor shall not relieve it of any liability that it may have to any indemnified party with respect the Indemnitee otherwise than under Sections 7.1 and 7.2. The Indemnitor may not settle or otherwise consent to such action; provided that, to the extent that an adverse judgment in any such failure to provide prompt notice is responsible for an increase in claim, demand, action or other proceeding that diminishes the indemnity obligations rights or interests of the indemnifying party, Indemnitee without the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give prior express written notice to the indemnifying party consent of the commencement thereofIndemnitee, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless withheld or delayed. The Indemnitee, its employees and agents shall reasonably cooperate with the sole relief provided is monetary damages that are paid Indemnitor and its legal representatives in full the investigation and defense of any claim, demand, action or other proceeding covered by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern7.3.

Procedure for Indemnification. After receipt by an indemnified If any Person shall claim indemnification (the "Indemnified Party") hereunder for any claim other than a third party under Section 11.1claim, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, Indemnified Party shall promptly give written notice to the indemnifying other party from whom indemnification is sought (the "Indemnifying Party") of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations nature and amount of the indemnifying claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the indemnifying party Indemnified Party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall promptly give written notice (a "Written Notice") to the indemnifying party Indemnifying Party of the commencement thereofbasis for such claim or demand, setting forth the indemnifying party shall be entitled to participate therein and, to nature of the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyclaim or demand in detail. If the indemnifying party elects to assume the defense of such action, the indemnified party The Indemnifying Party shall have the right to employ separate counsel compromise or, if appropriate, defend at its own expense cost and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with through counsel of its own choicechoosing (reasonably acceptable to the Indemnified Party), any claim or demand set forth in a Written Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than thirty (30) days after receipt of the Written Notice) notify the Indemnified Party in writing of its intention to do so. If the Indemnifying Party fails to notify the Indemnified Party of its intent to undertake the compromise or defense of such claim or demand, then the Indemnified Party may do so at the expense of the indemnifying partyIndemnifying Party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result The parties shall fully cooperate in the imposition defense or compromise of criminal liabilityany indemnified claim or demand. After the assumption of the defense by the Indemnifying Party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party Indemnifying Party shall not be responsible liable for paying for more than one separate firm any legal or other expenses subsequently incurred by the Indemnified Party, in connection with such defense, but the Indemnified Party may participate in such defense at its own expense. No settlement of attorneys to represent a third party claim or demand defended by the indemnified parties, regardless Indemnifying Party shall be made without the written consent of the number of indemnified parties. If the indemnifying party elects Indemnified Party, such consent not to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless . The Indemnifying Party shall not, except with written consent of the sole relief provided is monetary damages that are paid in full Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the giving by the indemnifying claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such third party and (b) the indemnifying party shall have no liability with respect to any compromise claim or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governdemand.

Procedure for Indemnification. After receipt by an indemnified For purposes of this Section 6.3, the party under entitled to indemnification shall be known as the "Injured Party" and the party required to indemnify shall be known as the "Other Party." If the Other Party shall be obligated to the Injured Party pursuant to this Section 11.16.3 or if a suit, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shallinvestigation, if claim or proceeding is begun, made or instituted as a claim in respect thereof is result of which the Other Party may become obligated to be made against an indemnifying party under such Sectionthe Injured Party hereunder, the Injured Party shall give prompt written notice to the indemnifying party Other Party of the commencement thereofoccurrence of such event. The failure to promptly notify Other Party shall defend, contest or otherwise protect against any suit, action, investigation, claim or proceeding at the indemnifying party Other Party's own cost and expense. The Injured Party shall have the right, but not relieve it of any liability that it may have to any indemnified party with respect to such action; provided thatthe obligation, to the extent that any such failure to provide prompt notice is responsible for an increase participate at its own expense in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with by the counsel reasonably satisfactory to such indemnified partyof its own choice. If the indemnifying party elects Other Party fails timely to assume the defense of such defend, contest or otherwise protect against any suit, action, investigation, claim or proceeding, the indemnified party Injured Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (defend, contest or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted otherwise protect against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel and upon ten days' written notice to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof Other Party may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to make any compromise or settlement thereof effected and recover the entire cost thereof from the Other Party including without its written consent (which shall limitation, actual attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or compromise or settlement thereof. In the event the Injured Party elects at any time not be unreasonably withheld) unless to seek or continue to rely on indemnification from the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 Other Party with respect to any claim, suit, action or proceeding, it shall have the right to defend, contest or claim relating otherwise protect against the same at its sole cost and expense and the Other Party shall have no liability to taxesthe Injured Party in respect of such claim, Section 8.7 suit, action or proceeding and no right to defend or participate in the defense of such claim, suit, action or proceeding. Anything to the contrary herein notwithstanding, prior to finally settling any such claim, suit, action or proceeding, the Other Party shall governgive the Injured Party notice of its intention to settle same and the terms of such proposed settlement. If the Injured Party shall object to such proposed settlement within ten days after its receipt of such notice, then the Injured Party shall thereafter, at its sole expense, assume the control and defense of such claim, suit, investigation action or proceeding. In such event, the Other Party shall not be relieved from its obligations hereunder but such obligation shall be limited with respect to the amount of such claim, suit, investigation action or proceeding in the sense that it may not be greater than the amount for which the same could have been settled as proposed by the Other Party and will not be greater than the amount for which it is ultimately resolved. If the Injured Party does not object to the terms of the proposed settlement within the aforesaid ten day period, then the Other Party shall have the right to consummate such proposed settlement upon the terms set forth in the aforesaid notice. Failure to give the Other Party timely notice of any claim, suit, action or proceeding shall in no way relieve such party from its obligation to indemnify the Injured Party except to the extent of losses actually caused to the Other Party by reason of such failure.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 Sections 8.3 or Section 11.4 8.4 (“Indemnified Party”) of notice of the commencement of any actionaction in or before any court or administrative agency or of facts which give rise to a claim for indemnification under Sections 8.3 or 8.4 (collectively, such indemnified party a “Claim”) against it, the Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying party under such SectionSection (the “Indemnifying Party”), give written notice to the indemnifying party Indemnifying Party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party Indemnifying Party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, the Indemnified Party except to the extent that any the defense of such failure to provide prompt notice action is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increaseprejudiced thereby. In case any such action Claim shall be brought against an indemnified party the Indemnified Party and it if notice shall give written notice be given to the indemnifying party Indemnifying Party of the commencement thereof, the indemnifying party Indemnifying Party shall be entitled to participate therein and, to the extent that it may wish, shall wish (unless the Indemnifying Party is also a party to such Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense of such actionthereof, the indemnified party Indemnifying Party shall have not be liable to the right Indemnified Party under such Sections 8.3 or 8.4, as the case may be, for any fees of other counsel or any other related expenses with respect to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such actionClaim, in each case subsequently incurred by the indemnified party shall be entitled to assume Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such actionClaim, (a) no compromise or settlement thereof may be effected by the indemnifying party Indemnifying Party without the indemnified partyIndemnified Party’s written consent unless (which shall not i) there is no finding or admission of any violation of legal requirements applicable to the operation of the Offices or the Assets under federal, state, or local laws and/or regulations or any effect on any other claims that may be unreasonably withheldmade against the Indemnified Party and (ii) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party Indemnifying Party and (b) the indemnifying party Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such actionconsent. If this Section 11.5 conflicts with notice is given to the contest provisions Indemnifying Party of the commencement of any Claim and it does not, within fifteen (15) 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 Section 8.7 with respect to such Claim or any contest compromise or claim relating to taxes, Section 8.7 shall governsettlement thereof effected by the Indemnified Party.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the defense of such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, action by the indemnifying party shall not be responsible for any such increaseis prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof with counsel reasonably reasonable satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects to such indemnified party of its election so to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible liable to such indemnified party under such section for paying for more any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than one separate firm reasonable costs of attorneys to represent the indemnified partiesinvestigation, regardless of the number of indemnified parties. If the an indemnifying party elects to assume the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably unreasonable withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (ii) and no adverse effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and party, (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be reasonably withheld) and (c) the indemnified party will reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within 15 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 determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated 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 action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After The party seeking indemnification under this Section ("Indemnitor") shall give the party from whom it seeks indemnification ("Indemnitor") prompt notice, as provided herein, of the assertion of such claim, provided, however, that the failure to give notice of a claim within a reasonable time shall only relieve the Indemnitor of liability to the extent it is materially prejudiced thereby. Promptly after receipt of written notice, as provided herein, of a claim by an indemnified a person or entity not a party under Section 11.1to this Agreement, Section 11.2the Indemnitor shall assume the defense of such claim; provided, Section 11.3 or Section 11.4 however, that (a) if the Indemnitor fails, within a reasonable time after receipt of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wishclaim, to assume the defense thereof with counsel reasonably satisfactory thereof, the Indemnitee shall have the right to undertake the defense, compromise, and settlement of such indemnified party. If claim on behalf of and for the indemnifying party elects account and risk of Indemnitor, subject to the right of the Indemnitor (upon notifying the Indemnitee of its election to do so) to assume the defense of such actionclaim at any time prior to the settlement, compromise, judgment, or other final determination thereof; (b) if in the reasonable judgment of the Indemnitee, based upon the advice of its counsel, a direct or indirect conflict of interest exists between the Indemnitee and Indemnitor, the indemnified party Indemnitee shall (upon notifying the Indemnitor of its election to do so) have the right to employ separate counsel at its own expense undertake the defense, compromise, and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense settlement of such action, claim on behalf of and for the indemnified party account and risk of Indemnitor (it being understood and agreed that the Indemnitor shall not be entitled to assume the defense of such action with counsel claim; (c) if the Indemnitee in its sole discretion elects, it shall (upon notifying the Indemnitor of its own choiceelection to do so) be entitled to employ separate counsel and to participate in the defense of such claim, at but the expense fee and expenses of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party counsel so employed shall (except as contemplated by clauses (a) and (ib) there is above) be borne solely by Indemnitee; (d) the Indemnitor shall not settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the grant by the claimant or plaintiff to each Indemnitee of a conflict release from any and all liability in respect thereof; and (e) the Indemnitor shall not settle or compromise any claim in any manner, or consent to the entry of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action any judgment, that could reasonably be expected to result in have a material adverse effect on the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governIndemnitee.

Procedure for Indemnification. After receipt by Any party entitled to indemnification under this Section 9 (an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, “Indemnified Party”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the commencement thereof. The failure of any party entitled to promptly notify indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, its obligations under this Section 9 except to the extent that any the indemnifying party is actually prejudiced by such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increasegive notice. In case any such action shall be action, proceeding or claim is brought against an indemnified party and it shall give written notice to the indemnifying party Indemnified Party in respect of the commencement thereofwhich indemnification is sought hereunder, the indemnifying party shall be entitled to participate therein in and, unless in the reasonable judgment of counsel to the extent that Indemnified Party a conflict of interest between it and the indemnifying party may wishexist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such indemnified partya claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to assume defend any such action or claim, then the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party Indemnified Party shall be entitled to assume the participate in such defense of such action with counsel of its own choice, choice at the expense of the indemnifying partyits sole cost and expense. If the action is asserted against both the The indemnifying party and shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 9 to the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilitycontrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be responsible for paying for separate counsel for in addition to (a) any cause of action or similar rights of the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, Indemnified Party against the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified partiesor others, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) any liabilities the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not may be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governsubject to.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1(a) Any Indemnitee shall give the Indemnitor, Section 11.2, Section 11.3 or Section 11.4 of prompt written notice of the commencement of any actionclaim, such indemnified party shallassertion, if a claim event or proceeding by or in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying of a third party of which such Indemnitee has knowledge concerning any Loss as to which such Indemnitee may request indemnification hereunder; provided that failure of the commencement thereof. The failure Indemnitee to promptly notify give the indemnifying party Indemnitor prompt notice as provided herein shall not relieve it the Indemnitor of any liability that it may have to any indemnified party with respect to such action; provided that, of its obligations hereunder except to the extent that any such failure the Indemnitor. is prejudiced thereby. The Indemnitor shall have the right to provide prompt notice is responsible for an increase in the indemnity obligations direct, through counsel of the indemnifying partyits own choosing, the indemnifying party shall not be responsible for any such increase. In case any such action which counsel shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnitee, the defense or settlement of any claim or proceeding the subject of indemnification hereunder at its own expenses. If the indemnifying party Indemnitor elects to assume the defense of any such actionclaim or proceeding, the indemnified party Indemnitee may participate in such defense, but in such case the expenses of the Indemnitee shall have be paid by the right Indemnitee. The Indemnitee shall. upon reasonable notice, provide the Indemnitor with reasonable access to employ separate counsel at its own expense records and personnel relating to participate any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnitor in the defense or settlement thereof, and the Indemnitor shall promptly reimburse the Indemnitee for all its reasonable out-of-pocket expenses in connection therewith. If the indemnifying party Indemnitor elects not to assume (or fails to assume) direct the defense of any such actionclaim or proceeding, the indemnified party Indemnitee shall be entitled to assume the defense of such action with counsel of its own choicenot pay, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties permit to be represented by common counselpaid, any part of any claim or demand arising from such asserted liability unless the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent Indemnitor consents in writing (which consent shall not be unreasonably withheld) to such payment or unless the sole relief provided Indemnitor withdraws from or fails to maintain the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnitor is monetary damages that are paid entered against the Indemnitee for such liability. No settlement in full respect of any third party claim may be effected by the indemnifying party Indemnitor without the Indemnitee's prior written consent unless the settlement involves only a monetary payment and (b) no other obligations on Indemnitee's part and a full and unconditional release of the indemnifying party Indemnitee. If the Indemnitor shall fail to undertake tile defense or settlement thereof, Indemnitee shall have no liability with respect the right to take exclusive control of the defense, negotiation and/or settlement of such third party claim, at the Indemnitor's expense. If the Indemnitee assumes the defense of any such claim or proceeding pursuant to this Section, it may conduct such defense as it reasonably deems appropriate (without regard to the availability of indemnification hereunder), and the Indemnitor shall be responsible for and pay all reasonable costs and expenses of such defense, including its compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governsettlement.

Procedure for Indemnification. After In the event that any Indemnitee shall incur or suffer any Losses in respect of which indemnification (other than by the Seller pursuant to Section 12.2(b)) may be sought hereunder by the Seller, on the one hand, or Buyer, on the other hand, the Indemnitee shall assert a claim for indemnification by notice (the "Notice") to the Indemnitor stating the nature and basis of such claim. Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 Indemnitee of Notice of the assertion of a claim or Section 11.4 of notice of the commencement of any action, such indemnified litigation or proceeding by any third party shall, if (a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party "Third-Party Claim") with respect to such action; provided thata matter for which indemnification is or may be owing pursuant to Section 12.2 or 12.3, the Indemnitee shall give Notice to the extent that any such failure to provide prompt notice is responsible for an increase in Indemnitor and shall thereafter keep the indemnity obligations Indemnitor informed of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and all other information it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof receives with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partyrespect thereto; provided, however, that if there is more failure of the Indemnitee to give the Indemnitor prompt Notice and such other information as provided herein shall not relieve the Indemnitor of any of its obligations hereunder unless and then only to the extent that the Indemnitor shall have been actually prejudiced thereby. The Indemnitor shall have the right, at its option and at its own expense, to participate in or, by giving written notice to the Indemnitee no later than one indemnified party and it is practical for all such parties thirty (30) days after delivery of the Notice, to be represented by common counseltake exclusive control of, the indemnifying party shall not be responsible for paying for more than one separate firm defense, negotiations and/or settlement of attorneys any such Third-Party Claim, with counsel chosen by the Indemnitor and reasonably satisfactory to represent the indemnified parties, regardless Indemnitee. After the Indemnitor takes exclusive control of the number defense, negotiation and/or settlement of indemnified partiesany such Third-Party Claim, the Indemnitee shall have the right to participate therein, at its own expense and with counsel of its own choosing; provided, however, that the Indemnitor shall pay for the costs and expenses of such separate counsel if the Indemnitor's counsel determines that it cannot represent both the Indemnitor and the Indemnitee. The Parties each shall cooperate and shall cause each Indemnitor to cooperate with and render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such Third-Party Claim or proceeding, which assistance shall include, without limitation, making appropriate personnel reasonably available for any discovery or trial. If the indemnifying party elects Indemnitor fails or refuses to assume undertake the defense of any such actionThird-Party Claim within thirty (30) days after delivery of the Notice, (a) no the Indemnitee shall have the right to take exclusive control of the defense, negotiation and/or settlement of such Third-Party Claim at the Indemnitor's expense. Neither the Indemnitor nor the Indemnitee shall settle or compromise or settlement thereof may be effected by the indemnifying party any Third-Party Claim without the indemnified party’s written consent (of the other, which consent shall not be unreasonably withheld) unless withheld or delayed; provided, however, that any settlement or compromise includes an unconditional release of the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise Indemnitee from all liabilities or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim obligations relating to taxes, Section 8.7 shall governthe Third-Party Claim.

Procedure for Indemnification. After receipt by an indemnified If a third-party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against a Company Indemnitee or a Buyer Indemnitee, and if such indemnitee believes that such claim could give rise to a right of indemnification, then such Company Indemnitee or Buyer Indemnitee (an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it "Indemnitee") shall give written notice to the indemnifying party obligated to provide indemnification hereunder (an "Indemnifying Party") of such claim as soon as reasonably practicable after such Indemnitee has received notice thereof (provided that failure to give timely notice shall not limit the indemnification obligations of the commencement thereof, the indemnifying party shall be entitled to participate therein and, Indemnifying Party hereunder except to the extent that it may wishthe delay in giving, or failure to assume give, such notice has a Material Adverse Effect upon the defense thereof ability of the Indemnifying Party to defend against the claim). The Indemnifying Party shall defend such claim, at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such actionIndemnitee, the indemnified party provided that an Indemnitee shall at all times also have the right to employ separate counsel fully participate in the defense at its own expense (and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of may retain its own choice, counsel at the expense of the indemnifying partyIndemnifying Party if it shall determine that representation of it and the Indemnifying Party by the same counsel would present a conflict). If the action is asserted against both Indemnifying Party shall fail to defend such claim within ten (10) days after notice thereof shall have been given by an Indemnitee to the indemnifying party Indemnifying Party or if the Indemnifying Party shall not diligently pursue such a defense, such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the indemnified party and (i) there is a conflict of interests which renders it inappropriate claim on behalf, for the same counsel to represent both account, and at the indemnifying party risk and expense (including without limitation the indemnified party or (ii) payment of the reasonable attorneys' fees of such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, Indemnitee regardless of whether the number Indemnitee prevails against the third party claim) of indemnified partiesthe Indemnifying Party. If the indemnifying party elects to assume Indemnifying Party assumes the defense of such actionclaim, (a) no compromise the obligation of the Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not consent to the entry of any judgment or settle or compromise any third-party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the Indemnifying Party unless it shall have given such Indemnitee not less than fifteen (15) days prior written notice of the proposed consent, settlement or compromise, and afforded such Indemnitee an opportunity to consult with the Indemnifying Party regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a proposed consent, settlement or compromise. In determining whether to give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof may be effected the giving by the indemnifying party without claimant to such Indemnitee of a release from all liability in respect of such claim except the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full liability satisfied by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governIndemnifying Party.

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 7 shall, promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give written notice to notify the indemnifying party in writing of the claim or the commencement thereof. The ; provided that the failure to promptly notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party with respect to such action; provided thaton account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party was prejudiced by such failure, and in no event shall not be responsible for relieve the indemnifying party from any other liability which it may have to such indemnified party. If any such increase. In case any such claim or action shall be brought against an indemnified party party, and it shall give written notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If After notice from the indemnifying party elects to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its employees, officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel at its own expense reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there are one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilitybut, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counselexcept as set forth above, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys obligated hereunder to represent reimburse the indemnified partiesparty for the costs thereof. In all instances, regardless the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of the number of indemnified partieseach claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party elects shall, in lieu of indemnifying such indemnified party, contribute to assume the defense amount paid or payable by such indemnified party as a result of such actionloss, (a) no compromise claim, damage or settlement thereof may liability, or action in respect thereof, in such proportion as shall be effected appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party without on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party’s written consent (which stock ownership in Company. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against in connection with investigating or defending any such actionaction or claim. If this Notwithstanding the foregoing, no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities giving rise to such indemnification obligation exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11.5 conflicts with 11(f) of the contest provisions in Section 8.7 with respect Securities Act) shall be entitled to contribution from any contest or claim relating to taxes, Section 8.7 shall governperson who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects to such indemnified party of its election so to assume the defense of such actionthereof, the indemnifying party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party shall have the right to employ separate counsel at its own expense and to participate in connection with the defense thereof, other than reasonable costs of investigation. If the an indemnifying party elects not to assume (or fails to assume) assumes the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent ('s consent, which shall not be unreasonably withheldwithheld unless (i) unless there is no finding or admission of any violation of law or any violation of the sole relief provided is monetary damages rights of any person and no effect on any other claims that are paid in full by may be made against the indemnifying indemnified party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (consent, which shall not be unreasonably withheld. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) unless days after indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party has failed to defend 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 an action may adversely affect it other than as a result of monetary damages, such indemnified party against may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action. If this Section 11.5 conflicts with , but the contest provisions in Section 8.7 with respect to indemnifying party shall not be bound by any contest determination of an action so defended or claim relating to taxesany compromise or settlement thereof effected without its consent, Section 8.7 which shall governnot be unreasonably withheld.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement acquiring knowledge of any actionDamage or Claim for which CIG, such indemnified party shallthe Acquirer or the Fund have agreed to provide indemnification under this Article 9 (an “Indemnifiable Claim”), if a claim in respect thereof is the Person to be made against an indemnifying party under such Section, indemnified (the “Indemnitee”) shall give written notice to the indemnifying party of (the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give “Indemnitor”) written notice to the indemnifying party of the commencement (a “Claim Notice”) thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all failure to provide such parties to be represented by common counsel, the indemnifying party notice shall not be responsible for paying for more than one separate firm of attorneys to represent relieve the indemnified parties, regardless Indemnitor of the number of indemnified partiesobligation to indemnify the Indemnitee except to the extent such party had been materially prejudiced by such failure or delay. If the indemnifying party elects Indemnitor acknowledges its obligation in writing to assume indemnify the Indemnitee for the Indemnifiable Claim (which acknowledgment may be made without admission of ultimate liability through a reservation of rights), the Indemnitor will have the right to control the defense of any proceeding relating thereto, unless it is relieved of its obligations to defend hereunder with respect to such defense by the Indemnitee and the Indemnitee has released the Indemnitor from its Liability with respect thereto, in which case, the Indemnitee shall pay its own expense of such defense. If the Indemnitor controls the defense of such actionIndemnifiable Claim, the Indemnitee shall cooperate with the Indemnitor in resolving such matter including by providing the availability and cooperation of its employees who are familiar with the transactions out of which such Indemnifiable Claim may have arisen and by providing Indemnitor with necessary and relevant documents relating to the subject matter of such Indemnifiable Claim. If the Indemnitor fails or refuses to acknowledge its obligation to undertake such defense, settlement or other resolution of such Indemnifiable Claim within thirty (a30) no compromise or settlement thereof days after receipt of the Claim Notice (which may be effected undertaken without admission of ultimate liability through a reservation of rights), then the Indemnitee may itself defend, settle or otherwise resolve the Indemnifiable Claim, and the Indemnitor shall be responsible for all reasonable costs incurred by the indemnifying party without Indemnitee in connection therewith, provided any settlement of such Indemnifiable Claim shall require the indemnified party’s written consent (of the Indemnitor, which shall not be unreasonably withheld) unless , conditioned or delayed. If the sole relief provided is monetary damages that are paid in full by Indemnitor shall assume the indemnifying party and (b) defense, settlement or other resolution of any Indemnifiable Claim, it shall not settle the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected Indemnifiable Claim without its the written consent (of the Indemnitee, which shall not be unreasonably withheld) , conditioned or delayed, unless the indemnifying party has failed settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee, reasonably satisfactory to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 Indemnitee, from all Liability with respect to any contest such Indemnifiable Claim and in the case of a Claim related to Taxes, a release from all Liability for similar or claim relating to taxes, Section 8.7 shall govern.related Claims. EXCHANGE AGREEMENT

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.17(a) above, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve receive it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the defense of such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, action by the indemnifying party shall not be responsible for any such increaseis prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof with counsel reasonably reasonable satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects to such indemnified party of its election so to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible liable to such indemnified party under such section for paying for more any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than one separate firm reasonable costs of attorneys to represent the indemnified partiesinvestigation, regardless of the number of indemnified parties. If the an indemnifying party elects to assume the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written 's consent (which shall not be unreasonably unreasonable withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause (ii) and no adverse effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and party, (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be reasonably withheld) and (c) the indemnified party will reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within 15 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 determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated 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 action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 6 shall, promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give written notice to notify the indemnifying party in writing of the claim or the commencement thereof. The ; provided that the failure to promptly notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party with respect to such action; provided thaton account of the indemnity agreement contained in paragraph (a) or (b) of this Section 6, except to the extent (and only to the extent) that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party was prejudiced by such failure, and in no event shall not be responsible for relieve the indemnifying party from any other liability which it may have to such indemnified party. If any such increase. In case any such claim or action shall be brought against an indemnified party party, and it shall give written notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If , but only upon written acknowledgment from the indemnified party that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party elects under this Agreement. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel at its own expense reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilitybut, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counselexcept as set forth above, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys obligated hereunder to represent reimburse the indemnified partiesparty for the costs thereof. In all instances, regardless the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of the number of indemnified partieseach claim or action. If the indemnification provided for in this Section 6 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party elects shall, in lieu of indemnifying such indemnified party, contribute to assume the defense amount paid or payable by such indemnified party as a result of such actionloss, (a) no compromise claim, damage or settlement thereof may liability, or action in respect thereof, in such proportion as shall be effected appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party without on the one hand or the indemnified party’s written consent (which shall party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect reference to any compromise indemnified party's stock ownership in the Company. The amount paid or settlement thereof effected without its written consent (which payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall not be unreasonably withheld) unless the indemnifying party has failed deemed to defend include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party against in connection with investigating or defending any such actionaction or claim. If this No person guilty of fraudulent misrepresentation (within the meaning of Section 11.5 conflicts with 11(f) of the contest provisions in Section 8.7 with respect Securities Act) shall be entitled to contribution from any contest or claim relating to taxes, Section 8.7 shall governperson who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. After In the event that any Indemnitee shall incur or suffer any Losses in respect of which indemnification may be sought hereunder, the Indemnitee shall assert a claim for indemnification by written notice (the "Notice") to the Indemnitor stating the nature and basis of such claim. Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 Indemnitee of written notice of the assertion of a claim or the commencement of any action, such indemnified litigation or proceeding by any third party shall(a "Third-Party Claim") with respect to any matter for which indemnification is or may be owing pursuant to Section 11.3, if a claim in respect thereof is to be made against an indemnifying party under such Section, the Indemnitee shall give written notice to the indemnifying party Indemnitor and shall thereafter keep the Indemnitor informed of all other information it receives with respect thereto; provided, that failure of the commencement thereof. The failure Indemnitee to promptly notify give the indemnifying party Indemnitor prompt notice and such other information as provided herein shall not relieve it the Indemnitor of any liability that it may have to any indemnified party with respect to such action; provided that, of its obligations hereunder unless and then only to the extent that the Indemnitor shall have been actually prejudiced thereby. The parties each agree to cooperate and will cause the Indemnitor to cooperate with and render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying partyThird-Party Claim or proceeding, the indemnifying party which assistance shall not be responsible include, without limitation, making appropriate personnel reasonably available for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partydiscovery or trial. If the indemnifying party elects Indemnitor fails or refuses to assume undertake the defense of any such actionThird-Party Claim within thirty (30) days after delivery of the notice, the indemnified party Indemnitee shall have the right to employ separate counsel at its own expense and to participate in take exclusive control of the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense defense, negotiation and/or settlement of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, Third-Party Claim at the expense Indemnitor's expense. Neither the Indemnitor nor the Indemnitee shall settle or compromise any Third-Party Claim without the consent of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests other, which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless withheld or delayed; provided, that any settlement or compromise includes an unconditional release of the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise Indemnitee from all liabilities or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim obligations relating to taxes, Section 8.7 shall governthe Third-Party Claim.

Procedure for Indemnification. After Promptly after receipt by an indemnified party any Indemnified Person under Section 11.1, Section 11.2, Section 11.3 6.1 or Section 11.4 6.2 hereof of notice of the commencement of any action, claim or proceeding (each, a "Proceeding"), such indemnified party Indemnified Person shall, if a claim Claim in respect thereof is to be made sought against an indemnifying party under AngioDynamics or E-Z-EM, respectively (for purposes of this Section 6.4, an "Indemnitor"), notify such Section, give written notice to the indemnifying party Indemnitor in writing of the commencement thereof. The failure to promptly notify , but any omission or delay in notifying the indemnifying party Indemnitor shall not relieve it of from any liability that which it may have to any indemnified party with respect to such action; provided that, Indemnified Person except to the extent that of any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increaseactual prejudice. In case any such action shall be brought against an indemnified party and any Indemnified Person, it shall give written notice to the indemnifying party notify an Indemnitor of the commencement thereof, the indemnifying party such Indemnitor shall be entitled to participate therein and, to the extent that it may shall wish, jointly with any other Indemnitor similarly notified, to assume the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party. If Indemnified Person, and, after notice from the indemnifying party elects Indemnitor to such Indemnified Person of its election so to assume the defense thereof, such Indemnitor shall not be liable to such Indemnified Person under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Person, in connection with the defense thereof. No Indemnitor shall, without the prior written consent of the applicable Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all Claims arising out of such actionProceeding 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 any Indemnified Person. Notwithstanding the indemnified party foregoing, an Indemnified Person shall have the right to employ separate counsel at its own expense reasonably acceptable to the Indemnitor in any such proceeding and to participate in (but not control, other than with respect to (3) below) the defense thereof. If , but the indemnifying party elects not to assume fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (or fails to assume1) the defense of Indemnitor has agreed to pay such action, fees and expenses; (2) the indemnified party Indemnitor shall be entitled have failed after notice to assume the defense of such action with Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnitor, and a conflict of interest may reasonably be expected to exist if such counsel represents such Indemnified Person and the Indemnitor. In the case of its own choiceclause (3), the Indemnified Person shall have the right to control the Indemnified Person's defense and, for each of clauses (1)-(3), if such Indemnified Person notifies the Indemnitor in writing that it elects to employ separate counsel, the reasonable fees and expenses of such counsel shall be at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partyIndemnitor; provided, however, that if there is more than the Indemnitor shall not, in connection with any one indemnified party such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for expenses of more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties(together with appropriate local counsel) at any time for all such Indemnified Persons. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which An Indemnitor shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to liable for any compromise or settlement thereof of an action effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governconsent.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 10.2 or Section 11.4 10.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityparty, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counselparty, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the The indemnifying party shall have no liability with respect to any compromise or settlement thereof of any action effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After receipt by an indemnified Any party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if making a claim in respect thereof is to be made against for indemnification hereunder (an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing, describing the claim, the amount thereof, and the basis therefor, promptly after the Indemnitee learns of the existence of the claim, provided that the failure to so notify an Indemnitor shall not relieve it the Indemnitor of any liability that it may have to any indemnified party with respect to such action; provided that, its obligations hereunder except to the extent that any such failure shall have harmed the Indemnitor. The Indemnitor shall respond to provide prompt notice is responsible for an increase in each such claim within thirty (30) days of receipt of such notice, provided that the indemnity obligations of the indemnifying party, the indemnifying party failure to so respond within such time period shall not be responsible constitute an admission of liability for any such increasethe claim or claims to which the notice related. In case any such Unless necessary to minimize or mitigate continuing losses, no action shall be taken pursuant to the provisions of the Agreement or otherwise by the Indemnitee until the later of (x) the expiration of the 30-day response period or (y) 30 days following the receipt of a response within such 30-day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent so cured). No response from the Indemnitor shall preclude the Indemnitee from taking such action under this Agreement or otherwise to obtain such indemnification as the Indemnitee shall be entitled, except to the extent a right to cure is requested and the cure has been performed within the 30-day cure period by or on behalf of the Indemnitor; in case any legal or governmental proceeding is brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereofany Indemnitee, the indemnifying party Indemnitor shall be entitled to participate therein andin (and at the option of the Indemnitor shall assume) the defense thereof, by written notice to the extent that it may wishIndemnitee within 30 days after receipt of notice of the claim for Indemnification, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to Indemnitee, and at the Indemnitor’s own expense; if the Indemnitor shall assume the defense of any such actionclaim as provided above, it shall not settle the same except on terms reasonably acceptable to the Indemnitee. An Indemnitee shall not settle any Indemnified claim for which, and to the extent, it will seek indemnification from Indemnitors hereunder, without the consent of the Indemnitor, which shall not unreasonably be withheld; Indemnified expenses include the reasonable legal fees and expenses of the Indemnitee except to the extent that such fees and expenses are incurred after the date and during the time that the Indemnitor has assumed the defense of any such claim in accordance with the provisions of this Section. However, notwithstanding the assumption by an Indemnitor of the defense of any claim at the request of an Indemnitee as provided in this Section, the indemnified party Indemnitee shall have the right be permitted to join in such defense and to employ separate counsel at its own expense expense, except that the Indemnitor shall bear the reasonable fees and to participate disbursements of separate counsel of the Indemnitee if (a) in the defense thereof. If reasonable judgment of the indemnifying party elects not to assume (or fails to assume) the defense of such actionIndemnitee, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense engagement of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is Indemnitor’s counsel would represent a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party interest or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party Indemnitor shall have no liability with respect fail vigorously to any compromise prosecute or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless defend, as the indemnifying party has failed to defend case may be, such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governclaim.

Procedure for Indemnification. After (a) Within ten Business Days after discovery or notice of a breach or receipt by an indemnified party under Section 11.1a Party of a Third-Party Claim, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an the indemnifying party Party under such Sectionthis article, give written deliver a claim notice to the indemnifying party of Party; but the commencement thereof. The failure to promptly so notify the indemnifying party Party shall not relieve it the indemnifying Party of any liability that it may have to any indemnified party with respect to such action; provided that, its indemnification obligations except to the extent that any such failure to provide prompt notice is responsible for an increase in materially prejudiced the indemnity obligations ability of the indemnifying party, Party to defend the indemnifying party shall not be responsible for action or claim. If any such increase. In case any such action shall be brought Third-Party Claim is made against an the indemnified party and it shall give written notice to the indemnified party notifies the indemnifying party Party of the commencement thereof, the indemnifying party Party shall be entitled to participate therein and, to the extent that it and may wish, elect to assume the defense thereof thereof, with counsel reasonably satisfactory to such the indemnified partyParty. If the indemnifying party elects to assume the defense of such action, the The indemnified party shall have the right to employ separate counsel at its own expense in any action or claim and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of thereof at its own choice, expense; provided such separate counsel may be retained at the expense of the indemnifying party. If Party (i) if the action is asserted against both retention of such counsel has been specifically authorized by the indemnifying party and Party, (ii) if in the reasonable opinion of the indemnified party and (i) there is a conflict its interests may differ from those of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and Party, (iii) if the indemnifying Party fails to take reasonable steps to diligently defend such claim or (iv) if the indemnifying Party has not undertaken to fully indemnify the indemnified party or (ii) such action could reasonably be expected to result in the imposition respect of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim Damages relating to taxes, Section 8.7 shall governthe matter.

Procedure for Indemnification. After receipt by If a party hereto becomes aware of an indemnified event which gives rise to a claim for indemnification hereunder, such party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of shall give the other party prompt notice of the commencement of any such action, claim, liability, assessment or notice of deficiency received by such indemnified party shallwhich might result in any liability under this provision. Further, if any party who may claim a right of indemnification hereunder agrees to refrain from paying, settling or compromising any such claim in respect thereof is to for which indemnification may be made against an indemnifying party under such Section, give written sought without giving notice of same to the indemnifying other party. If the other party of wishes to contest or defend such third party claim, then the commencement thereof. The failure party against whom the claim was made shall be obligated to promptly notify the indemnifying cooperate fully with such party shall not relieve it of any liability that it may have to any indemnified party in contesting and preserving all rights with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partycontest; provided, however, that if there is more than one indemnified the other party does not wish to challenge or contest such third party claim, then the party against whom the claim was being made by settle same on terms and conditions it is practical for all such parties deems to be represented by common counselthe most favorable it can be obtained and then inserting the indemnification claim against the other party hereto. When giving a notice under this provision, a party may specify a time for a response from the other party as to whether such other party wishes to contest or defend such third party claim. Such deadline for response may be established consistent with the facts and circumstances surrounding the situation. If a party hereunder claims indemnification for a claim other than a third party claim, the party seeking indemnification shall notify the indemnifying party shall not be in writing of the basis for such claim setting forth the nature and amount of the damages resulting from such claim. To the extent a party is deemed to have ultimately been responsible for paying for more than one separate firm indemnification, then interest shall be deemed to accrue on the unpaid amount of attorneys indemnification obligation at the prime rate of interest announced from time to represent time by Exchange National Bank, such interest to be calculated based on the indemnified parties, regardless of the actual number of indemnified parties. If days elapsed from the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are date each indemnification obligation becomes due and owing until paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governbased on 365 day year.

Procedure for Indemnification. After receipt (a) Whenever any party becomes aware that any claim is threatened or asserted against it or the existence of any other circumstances that would occasion the indemnification described in this Section 14 (a "Covered Claim"), such party shall promptly provide the party from whom it is seeking indemnification with a notice (a "Claim Notice") of such Covered Claim pursuant to the provisions of Section 19 hereof. Failure to give such notice promptly shall not relieve the Assuming Party (defined below) of its indemnification obligations hereunder except to the extent it actually is prejudiced by an indemnified such failure. Each Claim Notice shall describe the Covered Claim, the party under Section 11.1threatening or asserting it (if applicable), Section 11.2the relief sought, Section 11.3 and the basis for indemnification hereunder with respect thereto. In the case of a third-party claim, the party receiving such notice may, at its option, assume the defense of such Covered Claim (the "Assuming Party"), provided that, within forty (40) days after the Claim Notice is given (or Section 11.4 of notice sooner, if the nature of the commencement of any actionCovered Claim so requires), the party receiving such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice shall have given notice to the indemnifying other party of (the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that"Notifying Party"), pursuant to the extent that any provisions of Section 19 hereof, of its election to assume such failure defense, whether or not the Assuming Party acknowledges its obligation to provide prompt notice indemnify the Notifying Party in connection with such Covered Claim. If the defense is responsible for an increase in so assumed by the indemnity obligations of Assuming Party with counsel reasonably acceptable to the indemnifying partyNotifying Party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party Notifying Party shall be entitled to participate therein andin (but not control, to which shall be solely the extent that it may wish, to assume Assuming Party's right if the defense thereof with counsel reasonably satisfactory to such indemnified party. If Assuming Party assumes the indemnifying party elects to assume defense) the defense of the Covered Claim with its own counsel at its own expense, and the Notifying Party shall provide such action, cooperation at the indemnified party expense of the Assuming Party (including but not limited to providing available information and personnel to the Assuming Party) as the Assuming Party shall reasonably request to facilitate such defense. The Assuming Party shall have the right to employ separate counsel at its own expense defend and/or settle any such Covered Claim on such terms and to participate conditions and in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such actionamounts as it deems appropriate, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict Notifying Party shall promptly execute all documents reasonably requested of interests which renders it inappropriate for the same counsel with respect to represent both the indemnifying party and the indemnified party or (ii) any such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partydefense and/or settlement; provided, however, that if there is more than one any such settlement shall include an unconditional release by the claimant of all indemnified party persons with respect to such Covered Claim and it is practical for all such parties to be represented by common counsel, the indemnifying party indemnified persons shall not be responsible for paying for more required to take any action other than one separate firm the delivery of attorneys to represent the indemnified parties, regardless of the number of indemnified partiessuch release. If the indemnifying party elects to receiving the notice does not assume the defense of such actiona given Covered Claim pursuant hereto or fails to notify the Notifying Party of its election hereunder, (a) no compromise or settlement thereof may be effected by the indemnifying party without giving the indemnified party’s written consent (which notice shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If Covered Claim in such manner, and/or settle such Covered Claim on such terms, as it shall, in its sole reasonable judgment, determine to be appropriate under the circumstances and such action shall be binding on the parties for the purposes of this Section 11.5 conflicts with 14. Notwithstanding the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.foregoing,

Procedure for Indemnification. After receipt In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be sought by an such party pursuant to this Section 14 or any other provision of this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party under Section 11.1providing indemnification (the "Indemnitor") promptly. In the case of third party claims, Section 11.2, Section 11.3 or Section 11.4 of such notice shall in any event be given within 10 days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The that any delay or failure to promptly notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or failure to provide prompt notice is responsible for an increase in notify. In the indemnity obligations case of the indemnifying partythird party claims, the indemnifying party shall not be responsible for any Indemnitor shall, within 10 days of receipt of notice of such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to claim, notify the indemnifying party Indemnitee of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects its intention to assume the defense of such actionclaim. If the Indemnitor assumes the defense of the claim, the indemnified party Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ separate counsel at its own expense and to participate contest any such claim or liability in the defense thereofname of the Indemnitee or otherwise. If the indemnifying party elects Indemnitor shall not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of any such action with counsel of its own choiceclaim or litigation resulting therefrom, at the expense of the indemnifying party. If the action is asserted Indemnitee may defend against both the indemnifying party any such claim or litigation in such manner as it may deem appropriate and the indemnified party Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, and (i) there assert against the Indemnitor any rights or claims to which the Indemnitee is a conflict entitled. Payment of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party Damages shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm made within 10 days of attorneys to represent the indemnified parties, regardless a final determination of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governa claim.

Procedure for Indemnification. After receipt by an indemnified In the event a party under Section 11.1intends to seek indemnification pursuant to the provisions of Sections 11.1 or 11.2 hereof (the "Indemnified Party"), Section 11.2, Section 11.3 or Section 11.4 of the Indemnified Party shall promptly give notice hereunder to the other party (the "Indemnifying Party") after obtaining written notice of any claim or the commencement service of a summons or other initial legal process in any actionaction instituted against the Indemnified Party as to which recovery may be sought against the Indemnifying Party because of the indemnification provided for in Section 11.1 or 11.2 hereof, such indemnified party shalland, if such indemnity shall arise from the claim of a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying third party, the indemnifying party Indemnified Party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to permit the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects Indemnifying Party to assume the defense of any such action, the indemnified party shall have the right to employ separate counsel at its own expense claim and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of any litigation resulting from such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partyclaim; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party Indemnified Party shall not be responsible for paying for more than one separate firm of attorneys required to represent the indemnified parties, regardless permit such an assumption of the number defense of indemnified partiesany claim or litigation which, if not first paid, discharged or otherwise complied with, would result in an interruption or disruption of the business of the Indemnified Party or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within ten (10) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the indemnifying party elects Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim or litigation shall include taking all steps necessary in the defense or settlement of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party or enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. If the Indemnifying Party does not assume the defense of any such actionclaim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the cost (aincluding attorneys' fees) no compromise of defending the same, the Indemnified Party may settle such claim or litigation on such terms as it may deem appropriate and the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of such settlement and for all costs (including attorneys' fees), expenses and damages incurred by the Indemnified Party in connection with the defense against or settlement thereof may be effected by of such claim or litigation, or if any such claim or litigation is not so settled, the indemnifying party without Indemnifying Party shall promptly reimburse the indemnified party’s written consent (which shall not be unreasonably withheld) unless Indemnified Party for the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability amount of any judgment rendered with respect to any compromise or settlement thereof effected without its written consent claim by a third party in such litigation and for all costs (which shall not be unreasonably withheld) unless including attorneys' fees), expenses and damage incurred by the indemnifying party has failed to defend such indemnified party Indemnified Party in connection with the defense against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 claim or litigation, whether or not resulting from, arising out of, or incurred with respect to any contest or claim relating to taxesto, Section 8.7 shall governthe act of a third party.

Procedure for Indemnification. After Promptly after receipt by an indemnified party party, under Section 11.13.9(a) or 3.9(b), Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under any of these Sections; but the omission of such Section, give written notice to shall not relieve the indemnifying party of from liability which it may have to the commencement thereof. The failure indemnified party under this Section 3.9, except to promptly notify the extent that the indemnifying party is actually prejudiced by such failure to give notice and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increaseotherwise than under this Section 3.9. In case any such action shall be is brought against an the indemnified party and it shall give written notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it may wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If , and after notice from the indemnifying party elects to assume the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party that the indemnified party believes it has failed to do so, or (ii) if the indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be legal defenses available to the indemnified party which are not available to the indemnifying party, or (iii) if representation of such actionboth parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to employ separate counsel at assume or continue its own expense and defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the extent any indemnified party or parties reasonably shall have concluded that there may be entitled legal defenses available to assume such party or parties which are not available to the defense other indemnified parties or to the extent representation of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the all indemnified party and (i) there is a conflict of interests which renders it inappropriate for parties by the same counsel to represent both the indemnifying party is otherwise inappropriate under applicable standards of professional conduct) and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible liable for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governexpenses therefor.

Procedure for Indemnification. After receipt by an A. The party which is entitled to be indemnified hereunder (the "INDEMNIFIED PARTY") shall promptly give notice hereunder to the party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of required to indemnify (the "INDEMNIFYING PARTY") after obtaining written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is as to which recovery may be made sought against an indemnifying party under such Section, give written notice to the indemnifying party because of the commencement thereof. The failure to promptly notify indemnity in Section 1 and Section 2 hereof and, if such indemnity shall arise from the indemnifying party shall not relieve it claim of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying a third party, shall permit the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects Indemnifying Party to assume the defense of any such actionclaim and any litigation resulting from such claim, the indemnified party shall have the right to employ separate counsel provided that, Buyer or Meritage may, in their discretion, undertake, at its own expense Seller's cost and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) expense, the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action any claim for which Seller is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability hereunder with respect to any compromise lots, land, rights to purchase lots or settlement thereof effected without its written consent (which land, project or subdivision within the Owned Real Property. Notwithstanding the foregoing, the right to indemnification hereunder shall not be unreasonably withheld) unless affected by any failure of an Indemnified Party to give such notice, or delay by an Indemnified Party in giving such notice, unless, and then only to the indemnifying extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party has failed within 10 days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such indemnified party against such claim or action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. After A. Subject to the following provisions of this Section 3, the party which is entitled to be indemnified hereunder (the "Indemnified Party") shall give notice (the "Notice") hereunder to the party required to indemnify (the "Indemnifying Party") promptly, but in no event later than 15 days following such Indemnified Party's receipt by an indemnified party under of written notice of any claim as to which recovery may be sought against the Indemnifying Party because of the indemnity in Section 11.1, Section 11.2, Section 11.3 1 or Section 11.4 of notice of the commencement of any action2 hereof, such indemnified party shallas applicable, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party which Notice shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, specify (to the extent that any known) in reasonable detail the amount of such failure to provide prompt notice is responsible for an increase in claim and the indemnity obligations of relevant facts and circumstances relating thereto. Notwithstanding the indemnifying partyforegoing, the indemnifying party right to indemnification hereunder shall not be responsible for affected by any failure of an Indemnified Party to give such increase. In case any notice, or delay by an Indemnified Party in giving such action shall be brought against an indemnified party notice, unless, and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, then only to the extent that it may wishthat, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to assume the defense thereof with counsel reasonably satisfactory to give, or delay in giving, such indemnified partynotice. If the indemnifying party elects Indemnifying Party wishes to assume the defense of any claim or litigation by a third party, it shall promptly, but in no event later than 15 days following receipt of Notice from the Indemnified Party of such claim or litigation, notify the Indemnified Party of its election. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party within 15 days after receipt of the Indemnified Party's Notice of such claim shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the Indemnifying Party assumes the defense of any claim or litigation by a third party, the indemnified party Indemnified Party shall have the right to employ separate counsel at its own expense and to participate cooperate in the defense thereof. If , which cooperation shall include, to the indemnifying party elects not to assume (or fails to assume) extent reasonably requested by the defense of such actionIndemnifying Party, the indemnified party shall be entitled retention of and provision to assume the defense Indemnifying Party of records and information reasonably relevant to such action with counsel claim or litigation, and making employees of its own choice, at the expense Buyer available on a mutually convenient basis to provide additional information and explanation of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief any materials provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governhereunder.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of In case any action shall be brought against any Indemnified Party with respect to which indemnity may be sought against the commencement of any actionCompany hereunder, such indemnified party Indemnified Party shall promptly notify the Company in writing and it shall, if a claim in respect thereof is it so desires, assume the defense thereof, including the employment of counsel reasonably satisfactory to be made against an indemnifying party under such Section, give written notice to the indemnifying party Indemnified Party and payment of the commencement thereofall reasonable fees and expenses. The failure to promptly so notify the indemnifying party Company shall not relieve it of affect any liability that obligation it may have to any indemnified party with respect to such action; provided that, Indemnified Party under this letter or otherwise except to the extent that any the Company is materially adversely affected by such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increasefailure. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party Each Indemnified Party shall have the right to employ separate counsel at its own expense in such action and to participate in the defense thereof. If , but the indemnifying party elects not fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the Company has agreed in writing to pay such expenses; or (ii) the Company has failed to assume the defense and employ counsel or (or fails to assumeiii) the defense of named parties to any such actionaction (including any impleaded parties) include any Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are inconsistent with or additional to those available to the Company, PROVIDED that, if such Indemnified Party notifies the Company in writing that it elects to employ separate counsel in the circumstances described in clauses (i), (ii) or (iii) above, the indemnified party Company shall be entitled not have the right to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying partyor proceeding. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party The Company shall not be responsible liable for paying for more than one separate firm any settlement of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of any such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected action affected without its written consent (which shall not be unreasonably withheld) ). The Company agrees that it will not, without the Indemnified Party's prior consent, which shall not be unreasonably withheld, settle or compromise any pending or threatened claim, action or suit in respect of which indemnification or contribution may be sought hereunder unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with foregoing contains an unconditional release of the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governIndemnified Parties from all liability and obligation arising therefrom.

Procedure for Indemnification. After If a party (the "Obligated Party") is required to indemnify the other party (the "Indemnified Party") under the terms of this Agreement with respect to a third-party claim, then this Section 4.3 shall govern the procedure with respect to such indemnification. If the Indemnified Party is the Partnership, then the Obligated Party shall be TRG and PacTel acting jointly. Upon receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 the Indemnified Party of notice of any claim or matter for which it is entitled to seek indemnification from the commencement of any actionObligated Party under the terms hereof (the "Claim"), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to Indemnified Party shall promptly notify the indemnifying party shall Obligated Party of the Claim, but the failure to notify the Obligated Party will not relieve it the Obligated Party of any liability that it may have to any indemnified party with respect to such action; provided thatIndemnified Party, except to the extent that any such the Obligated Party is prejudiced by the Indemnifying Party's failure to provide prompt notice is responsible for an increase in give such notice. The * Text omitted and separately filed with the indemnity obligations of Securities and Exchange Commission. Obligated Party shall contest and defend against the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partyClaim; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party Obligated Party shall not be responsible for paying for more than one separate firm of attorneys commit, suffer, or permit any act or omission which would cause the Indemnified Party to represent incur, or expose the indemnified partiesIndemnified Party to the incurrence of, regardless any civil fines or criminal penalties. The Obligated Party shall keep the Indemnified Party informed of the number progress of indemnified partiesthe defense against the Claim which shall be diligently pursued. If the indemnifying party elects to assume Obligated Party assumes the defense of such actionany Claim, (a) no compromise or settlement thereof of such Claim may be effected by the indemnifying party Obligated Party without the indemnified party’s written Indemnified Party's consent unless (which shall not A) there is no finding or admission of any violation by the Indemnified Party of any applicable laws, rules, regulations or other legal requirements or any violation by the Indemnified Party of the rights of any person or entity and no effect on other claims that may be unreasonably withheldmade against the Indemnified Party, and (B) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party Obligated Party. If a final adjudication (i.e., an adjudication with respect to which the time for taking all appeals as of right has lapsed or with respect to which no further appeal is legally available) of such Claim is rendered against the Indemnified Party, by a court of competent jurisdiction, the Obligated Party shall, within thirty (30) days after such adjudication becomes final, pay and satisfy such Claim. The Obligated Party shall notify the Indemnified Party in writing within ten (b10) business days after an adjudication is rendered as to whether the Obligated Party will appeal the adjudication. If the Obligated Party notifies the Indemnified Party that it will not appeal an adjudication, then the Indemnified Party may undertake such appeal, at its sole cost and expense, in which case the Indemnified Party shall notify the Obligated Party at least ten (10) business days' prior to the last date on which the Obligated Party is required to pay and satisfy the Claim pursuant to this Section 4.3 and the Obligated Party shall within twenty (20) business days' after such notification deposit into escrow, with a national financial institution or title company reasonably acceptable to the Indemnified Party and the Obligated Party, the amount necessary to pay and satisfy the Claim. Upon depositing such amount, the Obligated Party shall be released from any further obligation hereunder to pay, satisfy and contest the Claim. The escrowed amount shall be disbursed and applied as follows: first, to the Indemnified Party, at any time upon demand by the Indemnified Party, to be used to pay and satisfy such Claim; second, to the Indemnified Party for the payment or reimbursement of the reasonable costs and expenses incurred by the Indemnified Party in prosecuting such appeal; and third, any excess to the Obligated Party. If the Obligated Party fails to contest and defend against, or to pay and satisfy the Claim within such thirty (30) days, then the Indemnified Party may, at its option, contest and defend against and/or pay and satisfy the Claim, in which case the Obligated Party shall immediately reimburse the Indemnified Party for all costs and expenses (such as, but not limited to, actual attorneys' fees and disbursements) incurred by the Indemnified Party in contesting and defending against and/or paying and satisfying the Claim and enforcing the indemnification, together with interest on such costs and expenses from the time incurred until the time paid at the lower of (i) three percent (3%) in excess of the prime rate announced by Chemical Bank, from time to time, or (ii) the indemnifying highest rate permitted by law. Each party shall have no liability agrees to cooperate with the reasonable requests of the other party in contesting, defending, paying, satisfying or appealing an adjudication rendered with respect to any compromise Claim. If, as a result of an appeal, insurance recovery or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless otherwise, the indemnifying Indemnified Party recovers from a third party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 any amounts with respect to which the Obligated Party made payments to or for the account of the Indemnified Party under this Article IV, the Indemnified Party shall promptly pay over to the Obligated Party any contest or amounts so recovered. A claim relating for indemnification for any matter not involving a third party claim may be asserted by notice to taxes, Section 8.7 shall governthe party from whom indemnification is sought.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.14.5.1 Notice Promptly after becoming aware of same, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement Indemnified Party shall notify the Indemnifying Party of any action, such indemnified party shall, if claim or discovery of any fact upon which the Indemnified Party intends to base a claim for indemnification. For a period that shall not exceed fifteen (15) business days following any such notification, as provided herein, the Indemnified Party and Indemnifying Party shall investigate and discuss in respect thereof good faith whether such claim is subject to be made against an indemnifying party indemnification. An Indemnified Party's failure to so notify the Indemnifying Party shall not, however, relieve such Indemnifying Party from any liability under such Section, give written notice this Agreement to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party Indemnified Party with respect to such action; provided that, claim except to the extent that any such failure to provide prompt notice Indemnifying Party is responsible for an increase actually denied, during the period of delay in the indemnity obligations of the indemnifying partynotice, the indemnifying party opportunity to remedy or otherwise mitigate the event or activity(ies) giving rise to the claim for indemnification and thereby suffers or otherwise incurs additional liquidated or other readily quantifiable damages as a result of such failure. The Indemnifying Party, while reserving the right to contest its obligations to indemnify hereunder, shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of any claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party claims indemnification hereunder. The Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any such actionclaim, demand, lawsuit or other proceeding, but with respect to any issue involved in such claim, demand, lawsuit or other proceeding with respect to which the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified party hereunder, the indemnified party Indemnifying Party shall have the right to employ separate counsel at its own expense and select counsel, settle, try or otherwise dispose of or handle such claim, demand, lawsuit or other proceeding on such terms as the Indemnifying Party shall deem appropriate, subject to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense any reasonable objection of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governIndemnified Party.

Procedure for Indemnification. After Promptly after receipt by any Person entitled to indemnity (an indemnified party "Indemnitee") under Section 11.1, Section 11.2, Section 11.3 4.1 or Section 11.4 4.2 hereof of notice of the commencement of any actionaction or claim, such indemnified party Indemnitee shall, if a claim in respect thereof is to be made against an indemnifying party indemnitor (an "Indemnitor") under this ARTICLE 4, notify such Section, give written notice to the indemnifying party Indemnitor in writing of the commencement thereof. The failure to promptly notify , but any omission or delay in notifying the indemnifying party Indemnitor shall not relieve it of from any liability that which it may have to any indemnified party with respect to such action; provided that, Indemnitee except to the extent that of any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increaseactual prejudice. In case any such action shall be brought against an indemnified party and any Indemnitee, it shall give written notice to the indemnifying party notify an Indemnitor of the commencement thereof, the indemnifying party such Indemnitor shall be entitled to participate therein and, to the extent that it may shall wish, jointly with any other Indemnitor similarly notified, to assume the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party. If Indemnitee, and, after notice from the indemnifying party elects Indemnitor to such Indemnitee of its election so to assume the defense thereof, such Indemnitor shall not be liable to such Indemnitee under this ARTICLE 4 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnitee, in connection with the defense thereof. No Indemnitor shall, without the prior written consent of the Indemnitee, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnitee from all liability arising out of such actionaction or claim 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 any Indemnitee. Notwithstanding the indemnified party foregoing, an Indemnitee shall have the right to employ separate counsel at its own expense reasonably acceptable to the Indemnitor in any such proceeding and to participate in (but not control, other than as provided in (3) below) the defense thereof. If , but the indemnifying party elects not to assume fees and expenses of such counsel shall be at the expense of such Indemnitee unless (or fails to assume1) the defense of Indemnitor has agreed to pay such action, fees and expenses; (2) the indemnified party Indemnitor shall be entitled have failed after notice to assume the defense of such action with counsel proceeding; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnitee and the Indemnitor or any of its own choiceAffiliates or controlling persons, and a conflict of interest may reasonably be expected to exist if such counsel represents such Indemnitee and the Indemnitor (or such Affiliate or controlling person) and in the case of (3), the Indemnitee shall have the right to control the Indemnitee's defense and in each of the cases, if such Indemnitee notifies the Indemnitor in writing that it elects to employ separate counsel, the reasonable fees and expenses of such counsel shall be at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders Indemnitor; it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; providedbeing understood, however, that if there is more than the Indemnitor shall not, in connection with any one indemnified party such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for expenses of more than one separate firm of attorneys to represent (together with appropriate local counsel) at any time for all such Indemnitees, which firm shall be designated by the indemnified parties, regardless of Indemnitee that had the largest number of indemnified parties. If shares included in the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.applicable Registration

Procedure for Indemnification. After Promptly after receipt by an indemnified party under this Section 11.1, Section 11.2, Section 11.3 or Section 11.4 9 of notice of the commencement of any actionan action or claim to which either such Section may apply, such the indemnified party shall, shall notify the indemnifying party in writing of the commencement of such action or claim if a claim for indemnification in respect thereof is to of such action or claim may be made against an the indemnifying party under either such Section, give written notice ; but the omission so to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of the indemnifying party from any liability that it which the indemnifying party may have to any the indemnified party with respect to under either such action; provided that, to the extent that any Section (except where such failure to provide prompt notice is responsible for an increase in the indemnity obligations of omission shall have materially prejudiced the indemnifying party, the indemnifying party shall not be responsible for any such increase) or otherwise. In case any such action or claim shall be brought against an indemnified party and it the indemnified party shall give written notice to notify the indemnifying party of the commencement thereofof such action or claim, the indemnifying party shall be entitled to participate therein in such action or claim and, to the extent that it the indemnifying party may wishdesire, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume portion of the defense of such action, action or claim with respect to which the indemnifying party has an indemnification obligation hereunder with counsel selected by the indemnifying party and approved by the indemnified party. After notice from the indemnifying party to the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If of the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled party’s election so to assume the defense of such action with counsel of its own choiceor claim, at or the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counselapplicable portion thereof, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys liable to represent the indemnified partiesparty for any legal, regardless of accounting, and other fees and expenses subsequently incurred by the number of indemnified parties. If the indemnifying party elects to assume in connection with the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest action or claim relating to taxes, Section 8.7 shall governother than reasonable costs of investigation.

Procedure for Indemnification. After If a party (the "Obligated Party") is required to indemnify the other party (the "Indemnified Party") under the terms of this Agreement with respect to a third-party claim, then this Section 4.3 shall govern the procedure with respect to such indemnification. Upon receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 the Indemnified Party of notice of any claim or matter for which it is entitled to seek indemnification from the commencement of any actionObligated Party under the terms hereof (the "Claim"), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to Indemnified Party shall promptly notify the indemnifying party shall Obligated Party of the Claim, but the failure to notify the Obligated Party will not relieve it the Obligated Party of any liability that it may have to any indemnified party with respect to such action; provided thatIndemnified Party, except to the extent that any such the Obligated Party is prejudiced by the Indemnifying Party's failure to provide prompt notice is responsible for an increase in give such notice. The Obligated Party shall contest and defend against the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partyClaim; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party Obligated Party shall not be responsible for paying for more than one separate firm of attorneys commit, suffer, or permit any act or omission which would cause the Indemnified Party to represent incur, or expose the indemnified partiesIndemnified Party to the incurrence of, regardless any civil fines or criminal penalties. The Obligated Party shall keep the Indemnified Party informed of the number progress of indemnified partiesthe defense against the Claim which shall be diligently pursued. If the indemnifying party elects to assume Obligated Party assumes the defense of such actionany Claim, (a) no compromise or settlement thereof of such Claim may be effected by the indemnifying party Obligated Party without the indemnified party’s written Indemnified Party's consent unless (which shall not A) there is no finding or admission of any violation by the Indemnified Party of any applicable laws, rules, regulations or other legal requirements or any violation by the Indemnified Party of the rights of any person or entity and no effect on other claims that may be unreasonably withheldmade against the Indemnified Party, and (B) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party Obligated Party. If a final adjudication (i.e., an adjudication with respect to which the time for taking all appeals as of right has lapsed or with respect to which no further appeal is legally available) of such Claim is rendered against the Indemnified Party, by a court of competent jurisdiction, the Obligated Party shall, within thirty (30) days after such adjudication becomes final, pay and satisfy such Claim. The Obligated Party shall notify the Indemnified Party in writing within ten (b10) business days after an adjudication is rendered as to whether the Obligated Party will appeal the adjudication. If the Obligated Party notifies the Indemnified Party that it will not appeal an adjudication, then the Indemnified Party may undertake such appeal, at its sole cost and expense, in which case the Indemnified Party shall notify the Obligated Party at least ten (10) business days prior to the last date on which the Obligated Party is required to pay and satisfy the Claim pursuant to this Section 4.3 and the Obligated Party shall within twenty (20) business days after such notification deposit into escrow, with a national financial institution or title company reasonably acceptable to the Indemnified Party and the Obligated Party, the amount necessary to pay and satisfy the Claim. Upon depositing such amount, the Obligated Party shall be released from any further obligation hereunder to pay, satisfy and contest the Claim. The escrowed amount shall be disbursed and applied as follows: first, to the Indemnified Party, at any time upon demand by the Indemnified Party, to be used to pay and satisfy such Claim; second, to the Indemnified Party for the payment or reimbursement of the reasonable costs and expenses incurred by the Indemnified Party in prosecuting such appeal; and third, any excess to the Obligated Party. If the Obligated Party fails to contest and defend against, or to pay and satisfy the Claim within such thirty (30) days, then the Indemnified Party may, at its option, contest and defend against and/or pay and satisfy the Claim, in which case the Obligated Party shall immediately reimburse the Indemnified Party for all costs and expenses (such as, but not limited to, actual attorneys' fees and disbursements) incurred by the Indemnified Party in contesting and defending against and/or paying and satisfying the Claim and enforcing the indemnification, together with interest on such costs and expenses from the time incurred until the time paid at the lower of (i) three percent (3%) in excess of the prime rate announced by Chemical Bank, from time to time, or (ii) the indemnifying highest rate permitted by law. Each party shall have no liability agrees to cooperate with the reasonable requests of the other party in contesting, defending, paying, satisfying or appealing an adjudication rendered with respect to any compromise Claim. If, as a result of an appeal, insurance recovery or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless otherwise, the indemnifying Indemnified Party recovers from a third party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 any amounts with respect to which the Obligated Party made payments to or for the account of the Indemnified Party under this Article IV, the Indemnified Party shall promptly pay over to the Obligated Party any contest or claim relating to taxes, Section 8.7 shall governamounts so recovered.

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 8 shall, promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give written notice to notify the indemnifying party in writing of the claim or the commencement thereof. The ; provided that the failure to promptly notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party with respect to such action; provided thaton account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party was prejudiced by such failure, and in no event shall not be responsible for relieve the indemnifying party from any other liability which it may have to such indemnified party. If any such increase. In case any such claim or action shall be brought against an indemnified party party, and it shall give written notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If After notice from the indemnifying party elects to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected approved by the indemnifying party without to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the party and an indemnifying party or an affiliate of an indemnifying party, and (b) the indemnifying such indemnified party shall have no liability with respect to any compromise or settlement thereof effected without its written consent been advised by counsel either (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.i)

Procedure for Indemnification. After receipt by If and whenever an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice Indemnified ----------------------------- Party desires to claim indemnification for any of the commencement matters for which indemnification may be sought pursuant to the provisions of any actionthis Article XII, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice Indemnified Party shall deliver to the indemnifying party Indemnifying Party a Notice of Claim specifying each of the commencement thereofmatters for which indemnification is sought. The failure to promptly notify Upon receiving the indemnifying party Notice of Claim, the Indemnifying Party shall not relieve it have the right, exercisable at any time during a ten (10) Business Day period from the day of any liability that it may have to any indemnified party with respect to such action; provided thatthe receipt of the Notice of Claim, to the extent that elect to compromise or defend against any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying partymatters for which indemnification is sought through counsel of its own choosing and at its expense, or at the election of the Indemnifying Party, exercisable at any time within such ten (10) Business Day period, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party Indemnified Party shall have the right to employ separate compromise or defend against any of the matters for which indemnification is sought, through counsel of its own choosing and at the expense of the Indemnifying Party. If the Indemnifying Party does not make either of the elections called for by this Section 12.4 within said 10 day period, or to the extent the Indemnifying Party fails to make such election, then and in that event, the Indemnified Party shall have the right to compromise or defend against any of the matters for which indemnification is sought through counsel of its own choosing and at the expense of the Indemnifying Party. Any Indemnified Party shall be entitled to be represented by its own counsel at its own expense and irrespective of any elections made herein as to participate in the defense thereofappointment of counsel by the Indemnifying Party. If the indemnifying party elects not to assume (any action or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action claim for which indemnification is sought is asserted both against both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party, and (i) in good faith it is determined there is a conflict of interests interest which renders it inappropriate for the same counsel to represent both the indemnifying party Indemnifying Party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityIndemnified Party, the indemnifying party Indemnifying Party shall be responsible for paying for separate counsel for the indemnified partyIndemnified Party; provided, provided however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counselIndemnified Party, the indemnifying party Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified partiesIndemnified Party, regardless of the number of indemnified partiesIndemnified Parties. If The Indemnified Party will not consent to the indemnifying party elects entry of a judgment or enter into any agreement with respect to assume any matter for which indemnification is sought without the defense written consent of such actionthe Indemnifying Party (not to be withheld or delayed unreasonably). The Indemnifying Party shall not consent to the entry of a judgment with respect to any matter for which indemnification is sought or enter into any settlement with respect thereto which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (a) no compromise not to be withheld or settlement thereof may be effected delayed unreasonably). All attorneys and other representatives employed by the indemnifying party without Indemnifying Party shall be subject to approval by the indemnified party’s written consent (Indemnified Party, which approval shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise withheld or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governdelayed.

Procedure for Indemnification. After receipt by an indemnified In the event a party, including its trustees, officers, directors, employees, Affiliates and other representatives, intends to seek indemnification pursuant to the provisions of Sections 9.1 or 9.2 hereof (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice hereunder to the other party under Section 11.1, Section 11.2, Section 11.3 (the "INDEMNIFYING PARTY") of a claim or Section 11.4 of after obtaining written notice of any claim, investigation, or the commencement service of a summons or other initial or continuing legal or administrative process or Proceeding in any actionaction instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 9.1 or 9.2 hereof, such indemnified party shalland, if such indemnity shall arise from the claim of a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying third party, the indemnifying party Indemnified Party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to permit the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects Indemnifying Party to assume the defense of any such actionclaim and any litigation resulting from such claim; PROVIDED, HOWEVER, that the indemnified party Indemnified Party shall have not be required to permit such an assumption of the defense of any claim or Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to employ separate counsel at indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its own expense and election to participate in defend any such claim or action by a third party within twenty (20) days after notice thereof shall have been given to the defense thereofIndemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the indemnifying party elects not to assume (or fails to assume) Indemnifying Party assumes the defense of such actionclaim, investigation or Proceeding resulting therefrom, the indemnified party obligations of the Indemnifying Party hereunder as to such claim, investigation or Proceeding shall be entitled include taking all steps necessary in the defense or settlement of such claim, investigation or Proceeding and holding the Indemnified Party harmless from and against any and all Losses arising from, in connection with or incident to assume any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim, investigation or Proceeding, except where, and only to the extent that, the Indemnifying Party has been prejudiced by the actions or omissions of the Indemnified Party. The Indemnifying Party shall not, in the defense of such action claim or any Proceeding resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with counsel of its own choice, at the expense written consent of the indemnifying party. If Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) or enter into any settlement (except with the action is asserted against both written consent of the indemnifying party and the indemnified party and Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) there is a conflict no finding or admission of interests which renders it inappropriate for the same counsel to represent both the indemnifying party any violation of Applicable Law and the indemnified party or (ii) such action no material effect on any claims that could reasonably be expected to result in be made by or against the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such actionIndemnified Party, (aii) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full for Losses which are or may be properly applied against the Basket Amount, and (iii) the settlement shall include the giving by the indemnifying party and (b) claimant or the indemnifying party shall have no liability with plaintiff to the Indemnified Party a release from all Liability in respect to any compromise such claim or settlement thereof effected without its written consent (which litigation. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the Indemnified Party shall be entitled to participate in the defense of the claim, but solely by observation and comment to the Indemnifying Party, and the counsel selected by the Indemnified Party shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions appear on its behalf in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.Proceeding arising

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1Notwithstanding anything to the contrary in this Servicing Agreement, Section 11.2, Section 11.3 or Section 11.4 in the event that a Person is entitled to indemnification pursuant to the terms of notice of the commencement of any actionthis Servicing Agreement, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to Person (hereinafter called the indemnifying party of the commencement thereof. The failure to "Indemnified Party") shall promptly notify the indemnifying party shall not relieve it of any liability that it person against whom such indemnity may have to any indemnified party with respect to such action; provided thatbe sought (hereinafter called the "Indemnifying Party") in writing and the Indemnifying Party, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations upon request of the indemnifying partyIndemnified Party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with retain counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choiceIndemnified Party or, at the expense Indemnified Party's option, such Indemnified Party may select its own counsel with the consent of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests Indemnifying Party, which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party consent shall not be responsible unreasonably withheld or delayed, to represent the Indemnified Party and any others the Indemnified Party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for paying for the reasonable fees and expenses of more than one separate firm at any one time (in addition to any local counsel) for all such Indemnified Parties (unless necessary because of attorneys to represent the indemnified partiesconflicts of interest), regardless of the number of indemnified partiesand all such fees and expenses shall be reimbursed as they are incurred. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may Such firm shall be effected designated in writing by the indemnifying party Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without the indemnified party’s its written consent, which consent (which shall not be unreasonably withheld) unless withheld or delayed, but if settled with such consent or if there be an adverse final judgment, the sole relief provided is monetary damages that are paid in full Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise reason of such settlement or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governjudgment.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 (a) If any Indemnitee receives notice of the assertion of any claim or Section 11.4 of notice of the commencement of any claim, action, such indemnified or proceeding made or brought by any Person who is not a party shall, if to this Agreement or any Affiliate of a claim in Party to this Agreement (a “Third Party Claim”) with respect thereof to which indemnification is to be made against sought from an indemnifying party under Indemnifying Party, the Indemnitee shall give such SectionIndemnifying Party reasonably prompt written notice thereof, give but in any event such notice shall not be given later than 20 days after the Indemnitee’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided thatIndemnitee, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects elect to assume the defense of any Third Party Claim at such action, the indemnified party shall have the right to employ separate counsel at its own Indemnifying Party’s expense and to participate in by such Indemnifying Party’s own counsel, provided that the defense thereof. If counsel for the indemnifying party elects not to assume (or fails to assume) Indemnifying Party who shall conduct the defense of such action, the indemnified party Third Party Claim shall be entitled reasonably satisfactory to the Indemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee’s own expense. If an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnitee may compromise or settle such action with counsel of its own choice, at Third Party Claim over the expense objection of the indemnifying party. If Indemnifying Party, which settlement or compromise shall conclusively establish the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel Indemnifying Party’s liability pursuant to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governAgreement.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1If any Person shall claim indemnification (the "Indemnified Party") hereunder for any claim, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, Indemnified Party shall promptly give written notice to the indemnifying other party from whom indemnification is sought (the "Indemnifying Party") of the commencement thereofnature and amount of the claim. The failure to If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand, the Indemnified Party shall promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, give written notice (a "Claim Notice") to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations Indemnifying Party of the indemnifying basis for such claim or demand, setting forth the nature of the claim or demand in detail. If the claim is by a third-party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party Indemnifying Party shall have the right to employ separate counsel compromise or, if appropriate, defend at its own expense cost and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with through counsel of its own choicechoosing, at any claim or demand set forth in a Claim Notice giving rise to such claim for indemnification. In the expense event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than fifteen (15) days after receipt of the indemnifying partyClaim Notice) notify the Indemnified Party in writing of its intention to do so and shall give the Indemnified Party such security in that regard as the Indemnified Party reasonably may request. If The Indemnified Party shall fully cooperate with the action is asserted against both the indemnifying party Indemnifying Party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same its counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition defense or compromise of criminal liabilitysuch claim or demand. After the assumption of the defense by the Indemnifying Party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party Indemnified Party shall not be responsible liable for paying for more than one separate firm any legal or other expenses subsequently incurred by the Indemnifying Party, in connection with such defense, but the Indemnified Party may participate in such defense at its own expense. No settlement of attorneys to represent a third party claim or demand defended by the indemnified parties, regardless Indemnifying Party shall be made without the written consent of the number of indemnified parties. If the indemnifying party elects Indemnified Party, such consent not to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless . The Indemnifying Party shall not, except with written consent of the sole relief provided is monetary damages that are paid in full Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the giving by the indemnifying claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such third party and (b) the indemnifying party shall have no liability with respect to any compromise claim or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governdemand.

Procedure for Indemnification. After receipt by an indemnified In the event a party under Section 11.1(the "Indemnified Party") shall seek indemnification pursuant to this Article VIII, Section 11.2it shall, Section 11.3 or Section 11.4 of with reasonable promptness, provide the other party (the "Indemnifying Party") with written notice of any facts which may give rise to a Claim for indemnification (a "Claim"). Within thirty (30) days after delivery of such notice, the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give Indemnifying Party shall deliver written notice to the indemnifying party Indemnified Party indicating that the Claim is either accepted or rejected, in whole or in part, and if not accepted in whole, either proposing a reasonable settlement of the commencement Claim or stating the reasons why the Claim (or portion thereof) is rejected. The failure to promptly notify Any such Claim notice from the indemnifying party shall Indemnified Party which is not relieve it of any liability that it may have to any indemnified party with respect to answered within such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase thirty (30) day period in the indemnity obligations of manner set forth above by the indemnifying partyIndemnifying Party shall be conclusively presumed to be accepted by the Indemnifying Party, and the indemnifying party shall not be responsible for any such increaseIndemnified Party may seek immediate indemnification from the Indemnifying Party. In case any such action shall be brought against an indemnified party and it shall give written the event that the Indemnified Party has complied with the foregoing notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party procedure and the indemnified party and (i) there is Indemnifying Party has rejected, in whole or in part, such a conflict of interests which renders it inappropriate for Claim by the same counsel to represent both the indemnifying party Indemnified Party, and the indemnified parties have otherwise been unable to reach a mutually satisfactory agreement respecting the alleged breach or default, either party or (ii) such action could reasonably be expected may submit the issue to result binding arbitration as provided in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partySection 9.5 hereof; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless scope of the number issues which shall be submitted to arbitration pursuant to Section 9.5 shall be limited to a determination of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise whether a basis for indemnification is present or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and has occurred, (b) whether the indemnifying party Indemnified Party has suffered or could reasonably be expected to suffer any loss, damage, claim, liability or expense pursuant [***] Confidential treatment has been requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. to Section 8.2 or Section 8.3 hereof as a result, and if so, the amount of such loss, damage, claim, liability or expense, and (c) whether (and to what extent) actions taken by the Indemnified Party shall have no liability with respect contributed thereto. The arbitrators shall also award attorneys' fees and costs for the proceedings, in their discretion. Notwithstanding the foregoing, notice of any Claim made against the Company or the Shareholders, other than those arising as result of a breach of the representations and warranties made in Article IV, shall be provided to any the Shareholders' Representative, who shall have sole authority to respond to and compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts Claim in accordance with the contest provisions in Section 8.7 with respect foregoing provisions. Likewise, the Shareholders' Representative shall have the sole authority to any contest or claim relating seek indemnification from Buyer pursuant to taxes, Section 8.7 shall governthis Article VIII on behalf of the Shareholders.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 11.1 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall promptly give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof thereof, within thirty Business Days of its receipt of notice from the indemnified party, with counsel reasonably satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects to such indemnified party of its election so to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible liable to such indemnified party under such section for paying for more any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than one separate firm reasonable costs of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesinvestigation. If the an indemnifying party elects to assume assumes the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written 's consent unless (which shall not i) there is no finding or admission of any violation of law or any violation of the rights of the indemnified party and no effect on any other claims that may be unreasonably withheldmade against the indemnified party and (ii) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten 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 the indemnifying party is also a party to a third-party claim and the indemnified party reasonably concludes, based on advice from counsel, that the indemnifying party and indemnified party have conflicting interests with respect to such third-party claim, then the indemnified party may, by notice to the indemnifying party assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionparty, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects to such indemnified party of its election so to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible liable to such indemnified party under such section for paying for more any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than one separate firm reasonable costs of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesinvestigation. If the an indemnifying party elects to assume assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent ('s consent, which shall not be unreasonably withheldwithheld unless (i) unless there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made again the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (consent, which shall not be unreasonably withheld. If notice is given to an indemnifying party of the commencement of any action and it does not, within ten (10) unless 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 13 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 an action may adversely affect it 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 action, but the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to shall not be bound by any contest determination of an action so defended or claim relating to taxesany compromise or settlement thereof effected without is consent, Section 8.7 which shall governnot be unreasonably withheld.

Procedure for Indemnification. After receipt by an indemnified In the event a party under Section 11.1intends to seek indemnification pursuant to the provisions of Sections 12.1 or 12.2 hereof (the "Indemnified Party"), Section 11.2, Section 11.3 or Section 11.4 of the Indemnified Party shall promptly give notice hereunder to the other party (the "Indemnifying Party") after obtaining written notice of any claim or the commencement service of a summons or other initial legal process in any actionaction instituted against the Indemnified Party as to which recovery may be sought against the Indemnifying Party because of the indemnification provided for in Section 12.1 or 12.2 hereof, such indemnified party shalland, if such indemnity shall arise from the claim of a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying third party, the indemnifying party Indemnified Party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to permit the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects Indemnifying Party to assume the defense of any such action, the indemnified party shall have the right to employ separate counsel at its own expense claim and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of any litigation resulting from such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partyclaim; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party Indemnified Party shall not be responsible for paying for more than one separate firm of attorneys required to represent the indemnified parties, regardless permit such an assumption of the number defense of indemnified partiesany claim or litigation which, if not first paid, discharged or otherwise complied with, would result in an interruption or disruption of the business of the Indemnified Party or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within twenty (20) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the indemnifying party elects to assume Indemnifying Party assumes the defense of such actionclaim or litigation resulting therefrom, (a) no compromise the obligations of the Indemnifying Party hereunder as to such claim or litigation shall include taking all steps necessary in the defense or settlement thereof may be effected of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the indemnifying party Indemnifying Party or any judgment entered in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the indemnified party’s written consent of the Indemnified Party or enter into any settlement (except with the written consent of the Indemnified Party, which shall not be unreasonably withheld) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. Except as otherwise provided herein, if the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to conduct its defense. Except as otherwise provided herein, if the Indemnifying Party does not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the sole relief provided is monetary Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the cost (including attorneys' fees) of defending the same, the Indemnified Party may settle such claim or litigation on such terms as it may deem appropriate and the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of such settlement and for all costs (including attorneys' fees), expenses and damages that are paid in full incurred by the indemnifying party and (b) Indemnified Party in connection with the indemnifying party defense against or settlement of such claim or litigation, or if any such claim or litigation is not so settled, the Indemnifying Party shall have no liability promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any compromise or settlement thereof effected without its written consent claim by a third party in such litigation and for all costs (which shall not be unreasonably withheld) unless including attorneys' fees), expenses and damage incurred by the indemnifying party has failed to defend such indemnified party Indemnified Party in connection with the defense against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 claim or litigation, whether or not resulting from, arising out of, or incurred with respect to any contest or claim relating to taxesto, Section 8.7 shall governthe act of a third party.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 9.2 or Section 11.4 9.3 of a notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any have been actually prejudiced by the failure to give such increasenotice. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityparty, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s 's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After receipt by Any Party entitled to indemnification under this Section 9 (an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, “Indemnified Party”) will give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that(“Indemnifying Party”) (i) stating, to the extent reasonably practicable, a non-binding, preliminary good faith estimate of the amounts of such Losses; and (ii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such liability, and the nature of the indemnifiable matters giving rise to a claim for indemnification to which such item is related; provided however, that only Parent may seek remedy against the Indemnifying Parties on behalf of any other Indemnified Party, and provided, further, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 9 except to the extent that the Indemnifying Party is actually prejudiced by such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increasegive notice. In the event Parent becomes aware of a third party claim (a “Third Party Claim”) which Parent reasonably believe may result in a claim for indemnification pursuant to this Section 9, Parent shall promptly notify the applicable Indemnifying Party (or Parties), of such claim, and provide the Indemnifying Party with information reasonably requested by Indemnifying Party related to such claim, including without limitation, which indemnifiable matter such Third Party Claims relates to, and in case any such action shall be Third Party Claim is brought against an indemnified party and it shall give written notice to the indemnifying party Indemnified Party in respect of the commencement thereofwhich indemnification is sought hereunder, the indemnifying party Indemnifying Party shall be entitled to participate therein in and, unless in the reasonable judgment of counsel to the extent that Indemnified Party a conflict of interest between it and the Indemnifying Party may wishexist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the Indemnifying Party advises an Indemnified Party that it will contest such indemnified partya claim for indemnification hereunder, or fails, within thirty (30) days of receipt of the indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim provided that any compromise or settlement shall be subject to the prior written consent of the Indemnifying Party. If In any event, unless and until the indemnifying party Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be Losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnified party Indemnifying Party in connection with any settlement negotiations or defense of any such action or claim by the Indemnifying Party and shall have furnish to the right Indemnifying Party all information reasonably available to employ separate counsel the Indemnified Party, which relates to such action or claim. The Indemnifying Party shall keep the Indemnified Party fully apprised at its own expense and all times as to participate in the status of the defense thereofor any settlement negotiations with respect thereto. If the indemnifying party Indemnifying Party elects not to assume (defend any such action or fails to assume) claim, then the defense of such action, the indemnified party Indemnified Party shall be entitled to assume the participate in such defense of such action with counsel of its own choicechoice at its sole cost and expense. The Indemnifying Party shall not be liable for any settlement of any action, at claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 9 to the expense contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnifying partyIndemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. If In the action event that Parent or any other Indemnified Party is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for entitled to recover the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is indemnifiable Losses under more than one indemnified party provision of this Agreement, Parent or any other Indemnified Party shall only be permitted to recover such indemnifiable Losses one time, and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governduplication.

Procedure for Indemnification. After receipt by If a party hereto becomes aware of an indemnified event which gives rise to a claim for indemnification hereunder, such party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of shall give the other party prompt notice of any such action, claim, liability, assessment or notice of deficiency received by such party which might result in any liability under this provision. To the commencement extent Gold is giving such notice, notice to Company shall be deemed sufficient to constitute notice to all shareholders. By execution hereof, Company specifically agrees that it shall assume all responsibility for communicating receipt of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying shareholders of Company. Further, any party who may claim a right of indemnification hereunder agrees to refrain from paying, settling or compromising any such claim for which indemnification may be sought without giving notice of same to the commencement thereofother party. The failure If the other party wishes to promptly notify contest or defend such third party claim, then the indemnifying party against whom the claim was made shall not relieve it of any liability that it may have be obligated to any indemnified cooperate fully with such party in contesting and preserving all rights with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partycontest; provided, however, that if there is more than one indemnified the other party does not wish to challenge or contest such third party claim, then the party against whom the claim was being made by settle same on terms and conditions it is practical for all such parties deems to be represented by common counselthe most favorable it can be obtained and then inserting the indemnification claim against the other party hereto. When giving a notice under this provision, a party may specify a time for a response from the other party as to whether such other party wishes to contest or defend such third party claim. Such deadline for response may be established consistent with the facts and circumstances surrounding the situation. Failure of the other party to respond within such time period shall constitute such other party's decision not to contest or defend such claim. If a party hereunder claims indemnification for a claim other than a third party claim, the party seeking indemnification shall notify the indemnifying party shall not be in writing of the basis for such claim setting forth the nature and amount of the damages resulting from such claim. To the extent a party is deemed to have ultimately been responsible for paying for more than one separate firm indemnification, then interest shall be deemed to accrue on the unpaid amount of attorneys indemnification obligation (at the prime rate of interest announced from time to represent time by Exchange National Bank, such interest to be calculated based on the indemnified parties, regardless of the actual number of indemnified parties. If days elapsed from the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are date each indemnification obligation becomes due and owing until paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governbased on 365 day year.

Procedure for Indemnification. After receipt by an ----------------------------- indemnified party under Section 11.1, Section 11.2, Section 11.3 13.1 or Section 11.4 13.2 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is materially prejudiced thereby. In case If any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying indemnified party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects as such indemnified party of its election so to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, thereof the indemnifying party shall not be responsible liable to such indemnified party under such Section for paying for more any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than one separate firm reasonable costs of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesinvestigation. If the an indemnifying party elects to assume assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written 's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlements thereof effected without its consent (which will shall not unreasonably withheld). If notice is given to indemnifying party of the commencement of any action and it does not, within ten (10) 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 an action may adversely affect it 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 action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern).

Procedure for Indemnification. After receipt In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be sought by an such party pursuant to this Section 12 or any other provision of this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party under Section 11.1providing indemnification (the "Indemnitor") promptly. In the case of third party claims, Section 11.2, Section 11.3 or Section 11.4 of such notice shall in any event be given within 10 days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The that any delay or failure to promptly notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or failure to provide prompt notice is responsible for an increase in notify. In the indemnity obligations case of the indemnifying partythird party claims, the indemnifying party shall not be responsible for any Indemnitor shall, within 10 days of receipt of notice of such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to claim, notify the indemnifying party Indemnitee of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects its intention to assume the defense of such actionclaim. If the Indemnitor assumes the defense of the claim, the indemnified party Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ separate counsel at its own expense and to participate contest any such claim or liability in the defense thereofname of the Indemnitee or otherwise. If the indemnifying party elects Indemnitor shall not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of any such action with counsel of its own choiceclaim or litigation resulting therefrom, at the expense Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee, subject to the consent of the indemnifying partyIndemnitor which consent will not be unreasonably withheld or delayed, may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict Payment of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party Damages shall be responsible for paying for separate counsel for made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the indemnified party; providedvalidity of disputed claim, howeverif no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, that (b) an award of any arbitration determining the validity of such disputed claim, if there is more than one indemnified party and it is practical for all not pending any motion to set aside such parties award or if the time within to be represented by common counselmove to set such award aside has elapsed, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless (c) a written termination of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability dispute with respect to any compromise such claim signed by all of the parties thereto or settlement thereof effected without its their attorneys, (d) a written consent acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, or (which e) such other evidence of final determination of a disputed claim as shall not be unreasonably withheld) unless acceptable to the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governparties.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice The Company agrees that within 30 days of the commencement receipt of a notice from Director (the “Notice Effective Date”) seeking indemnification hereunder, the Company shall appoint a Reviewing Party to review the request for indemnification. “Reviewing Party” shall mean any action, such indemnified appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board of Directors who is not a party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party particular Claim for which Director is seeking indemnification, or Independent Legal Counsel. The Reviewing Party shall be selected by the Board of Directors unless there has been a Change in Control since the effective date of this Agreement, in which case the Reviewing Party shall be Independent Legal Counsel. The Reviewing Party shall review the Claim for which Director is seeking indemnification and shall make a determination in writing within 30 days of the commencement thereofNotice Effective Date. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party Director shall be entitled to participate therein andindemnification hereunder unless the Reviewing Party shall have determined that Director is not permitted to indemnification under applicable law. If, after such 30 days have passed, there has been no determination by the Reviewing Party or if the Reviewing Party determines that Director is not permitted to the extent that it may wishbe indemnified in whole or in part, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party Director shall have the right to employ separate counsel at its own expense commence litigation, in any court selected by the Director, seeking an initial determination by a court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to participate appear in any such proceeding. In any such proceeding, any determination by the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party Reviewing Party shall not be responsible for paying for more than one separate firm bind the court or create any presumptions respecting Director’s beliefs or Director’s standard of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesconduct. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected Any determination by the indemnifying party without Reviewing Party shall otherwise be conclusive and binding on the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governCompany.

Procedure for Indemnification. After receipt by an indemnified (a) Any party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if entitled to make a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to for indemnification hereunder shall promptly notify the indemnifying party of the commencement claim in writing upon learning of such claim or the facts constituting such claim, describing the claim in reasonable detail, the amount thereof, and the basis therefor. The indemnifying party will be relieved of its indemnification obligations hereunder only to the extent that it is prejudiced by the indemnified party’s failure to promptly notify give such prompt notice. The party from whom indemnification is sought shall respond to each such claim within ten (10) days of receipt of such notice either rejecting responsibility for such defense or electing to assume the defense of such third-party claim and acknowledging that any Losses incurred by the indemnified party that may arise from such third-party claim shall constitute Losses for which the indemnifying party shall not relieve it of any liability that it may have be obligated to any indemnify the indemnified party with respect hereunder (subject to the limitations described in Section 7.2(b). No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights of the party seeking indemnification) until the later of (i) the expiration of the 10-day response period, or (ii) thirty (30) days following the expiration of the 10-day response period if a response, received within such action; provided that10-day period by the party seeking indemnification, requests an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent that any such failure to provide prompt notice so cured). (b) If a claim for indemnification hereunder is responsible for an increase in the indemnity obligations of the indemnifying based on a claim by a third party, the indemnifying party shall not be responsible for any such increase. In case any such action have the right to assume the entire control of the defense thereof, including at its own expense, employment of counsel reasonably satisfactory to the indemnified party, and, in connection therewith, the party claiming indemnification shall be brought against an indemnified reasonably cooperate with the indemnifying party and it shall give written notice make available to the indemnifying party all pertinent requested information under its control; provided, that the indemnified party may participate in any proceeding with counsel of the commencement thereofits choice at its own expense. In such event, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in settle or resolve any such claim by a third party; provided, that any such settlement or resolution contemplated by the defense thereof. If Sellers or the Representative, as the indemnifying party elects party, that involves any action by the Buyer other than the payment of money which is fully satisfied by the Seller’s obligations hereunder shall not to assume (be concluded without the prior written approval of the Buyer, unless such approval is unreasonably withheld, delayed or fails to assume) conditioned; and, provided further, that any such settlement or resolution contemplated by the defense Buyer, as the indemnifying party, that involves any action by the Sellers other than the payment of such actionmoney shall not be concluded without the prior written approval of each of the indemnified Sellers, which approval shall not be unreasonably withheld, delayed or conditioned. Without limiting the generality of the foregoing, the indemnified party shall be entitled to assume Buyer will, and the defense Buyer will cause the employees of such action the Buyer and the Company to, cooperate at Sellers' expense with counsel of its own choice, at the expense of Representative and each Seller in connection with any matter for which any Seller is the indemnifying party. If Such cooperation shall include, without limitation, (i) assisting in the action collection and preparation of discovery materials, (ii) meeting with (and making employees available to meet with) the indemnifying Sellers and/or their counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial, and (iii) providing to the indemnifying Sellers and/or their counsel all information under the control of the Buyer or the Company that is asserted against both deemed necessary by the indemnifying Sellers and/or their counsel for the defense or prosecution of such matter. (c) (i) Notwithstanding the foregoing, if (A) the indemnifying party and does not give written notice to the indemnified party and (iwithin the period specified in Section 7.4(a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both stating that the indemnifying party has elected to assume defense of such third-party claim and the indemnifying party acknowledges that any Losses incurred by the indemnified party or (ii) that may arise from such action could reasonably be expected to result in the imposition of criminal liability, third-party claim shall constitute Losses for which the indemnifying party shall be responsible for paying for separate counsel for obligated to indemnify the indemnified party hereunder, (B) at any time the indemnifying party shall fail to carry out such defense or handling diligently and in such manner as is reasonable under the circumstances, (C) the third-party claim involves such matters as in the good faith judgment of the Buyer may result in a material adverse impact on the business, obligations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise), material customer or supplier relationships or prospects of the Buyer or its Affiliates or (d) the indemnified party has reasonably determined, upon advice of counsel, that having common counsel with the indemnifying party would present such counsel with a conflict of interest or that, upon advice of counsel, there may be legal defenses available to such indemnified party which are different from or in addition to those available to the indemnifying party, then the provisions of Section 7.4(c)(ii) below shall govern. (ii) The indemnified party may, at the indemnifying party’s expense, select counsel reasonably satisfactory to the indemnifying party to defend or handle such third-party claim in a manner that is reasonable under the circumstances; provided, however, that if there is more than one the indemnified party and it is practical for all shall keep the indemnifying party timely apprised of the status of such parties to third-party claim. The indemnified party shall not settle such third-party claim without the prior written consent under the indemnifying party (which consent shall not be represented by common counselunreasonably withheld, conditioned or delayed). If the indemnified party defends or handles such third-party claim, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent cooperate with the indemnified partiesparty and shall be entitled to participate in the defense of handling of such third-party claim with its own counsel and at the indemnifying party’s expense. In addition, regardless of in the number of indemnified parties. If event that the indemnifying party elects is not permitted to assume the defense of such actionthe third-party claim solely by virtue of clause (D) of subparagraph (c)(i) above, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) then the indemnifying party shall have no liability be permitted to pursue, at its own expense, settlement discussions directly with any other Parties involved in such third-party claim. Notwithstanding the preceding sentence, the indemnifying party shall not, without the prior written consent of the indemnified party agree to a settlement of any third-party claim, unless (A) the settlement is for monetary damages only for amounts which the Sellers agree to pay, and with respect to claims by any compromise indemnified party provides an unconditional release and discharge of the indemnified Parties, and the indemnified party has no reasonable good faith objection to the form or settlement thereof effected without its written consent substance of such discharge and release and (which B) the indemnified party shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect have reasonably objected to any contest such settlement on the grounds that the circumstances surrounding the settlement could adversely impact the business, operations, assets, liabilities (absolute, accrued, contingent or claim relating otherwise), condition, financial or otherwise, material, customer or supplier relationships or prospects of the Buyer or its Affiliates or could establish or contribute to taxes, Section 8.7 shall govern.a precedential customer practice which could have a material adverse effect on the continuing business interest of the Buyer or its Affiliates. 7.5

Procedure for Indemnification. After receipt by an Each party indemnified party under paragraph (a) or (b) of this Section 4, or under Section 11.18(f) hereof, Section 11.2shall, Section 11.3 or Section 11.4 promptly after receipt of notice of the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give written notice to notify the indemnifying party in writing of the commencement thereof. The failure omission of any indemnified party so to promptly notify an indemnifying party of any such action shall not relieve the indemnifying party shall not relieve it of from any liability that in respect of such action which it may have to any such indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in on account of the indemnity obligations agreement contained in paragraph (a) or (b) of the indemnifying partythis Section 4, or under Section 8(f) hereof, unless the indemnifying party was materially prejudiced by such omission, and in no event shall not be responsible for relieve the indemnifying party from any other liability which it may have to such increaseindemnified party. In case any such action shall be brought against an any indemnified party and it such indemnified party shall give written notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof thereof, with counsel reasonably satisfactory in any case to CMS Enterprises. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of any such action as the result of which any remedy or relief shall be applied to or against the indemnified party, without the prior written consent of the indemnified party. If the indemnifying party elects to does not assume the defense thereof, it shall be bound by any settlement to which the indemnified party agrees, irrespective of such actionwhether the indemnifying party consents thereto. If any settlement of any claim is effected by the indemnified party prior to commencement of any action relating thereto, the indemnifying party shall be bound thereby only if it has consented in writing thereto. In any action hereunder, the indemnified party shall have the right continue to employ separate counsel at its own expense and be entitled to participate in the defense thereof. If , with counsel reasonably satisfactory to CMS Enterprises, even if the indemnifying party elects not to assume (or fails to assume) has assumed the defense of such actionthereof, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel relieved of the obligation hereunder to reimburse the indemnified party for the indemnified party; provided, however, that if there is more than one indemnified party legal expenses and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governother costs thereof.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 a. If the Shareholder or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if DCX shall determine to make a claim in respect thereof asserting the existence of a Loss as to which such party (the "Indemnitee") is to be made against an indemnifying party under such Section, give written notice indemnified pursuant to the indemnifying terms of this Agreement, the Indemnitee shall promptly Notify the other party (the "Indemnitor") of such claim in writing. Unless in the commencement thereof. The failure to promptly notify Indemnitee's reasonable judgment a conflict of interest between the indemnifying party shall not relieve it of any liability that it Indemnitee and Indemnitor may have to any indemnified party exist with respect to such action; provided thatclaim, the Indemnitor shall have the right to the extent that defend against any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof claim with counsel reasonably satisfactory to the Indemnitee, provided (a) the Indemnitor, within ten (10) days after the receipt of such indemnified partynotice from the Indemnitee, shall notify the Indemnitee that the Indemnitor disputes the claim, giving the reasons therefor, and that the Indemnitor will, at its own expense, defend the same, and that (b) such defense is instituted promptly and maintained in good faith by the Indemnitor. In such event, the defense may, if necessary, be maintained in the Indemnitee's name, and the Indemnitee may, if it so elects, designate its own counsel to participate at the Indemnitee's sole expense, along with the counsel selected by the Indemnitor, in the conduct of such defense. The Indemnitee shall, in any event, be kept fully advised as to the status of such defense. If the indemnifying party elects to assume the such defense of such actionis assumed, the indemnified party Indemnitor will not be subject to any liability for any settlement made by the Indemnitee without its consent (but such consent will not be unreasonably withheld). Notwithstanding the foregoing, following the Closing, DCX shall have the right to employ separate counsel at its own expense direct and to participate in control the defense thereofnegotiations, settlement and litigation if the same have a direct material effect upon the operations of the Company's business, and the conduct of any necessary investigatory or remedial activities. If the indemnifying party elects Indemnitor shall receive notice from the Indemnitee of a claim, as aforesaid, and shall either fail to notify the Indemnitee of its election to defend such claim or fail to maintain such defense in good faith, the Indemnitee shall defend such claim at Indemnitor's expense. In such event, the Indemnitor shall not be obligated to assume (or fails pay the fees and expenses of more than one counsel for all Indemnitees with respect to assume) such claim, unless in the reasonable judgment of any Indemnitee a conflict of interest may exist between such Indemnitee and any other Indemnitee with respect to such claim. If the defense of any claim shall, upon final nonappealable determination, be unsuccessful, then in any such action, event the indemnified party Indemnitor shall be entitled fully satisfy and discharge the claim or any judgment within thirty (30) days after notice from the Indemnitee to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders Indemnitor requesting it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governdo so.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under this Section 11.1, Section 11.2, Section 11.3 or Section 11.4 3 of notice of the commencement of any action (including any governmental action), such indemnified party shallwill, if a claim in respect thereof is to be made against an any indemnifying party under this Section 3, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to assume the defense of any such Sectionclaim or any litigation resulting, give provided that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation, shall be approved by the indemnified party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at its own expense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement thereof. The failure of any such action, if materially prejudicial to promptly notify its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 3, but the omission so to deliver written notice to the indemnifying party shall will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 3. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (claim or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governlitigation.

Procedure for Indemnification. After receipt by an (a) In the event that any indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of receives written notice of the commencement of any actionaction or proceeding, the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Article 7 (a "Third Party Claim"), and such indemnified party intends to seek indemnity pursuant to this Article 7, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to shall promptly provide the indemnifying party with notice of such action, proceeding, claim, penalty or assessment, and such indemnifying party shall, upon receipt of such notice, be entitled to participate in or, at the commencement thereof. The failure indemnifying party's option, assume the defense, appeal or settlement of such action, proceeding, claim, penalty or assessment with respect to promptly notify which such indemnity has been invoked with counsel selected by it and approved by the indemnified party (such approval not to be unreasonably withheld), and such indemnified party will fully cooperate with the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such actionin connection therewith; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andemploy its own counsel to represent it if, in such indemnified party's reasonable judgment, a conflict of interest between the indemnifying party and the indemnified party exists in respect of such claim, or if the defendants in, or targets of, any such action or proceeding include both an indemnified party and an indemnifying party and such indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the extent indemnifying party, and in any such event the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. In the event that it may wish, the indemnifying party fails to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense defense, appeal or settlement of such action, the proceeding, claim, penalty or assessment within 20 days after receipt of notice thereof from such indemnified party, such indemnified party shall have the right to employ separate counsel at its own expense and to participate in undertake the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense appeal of or settle or compromise such action, proceeding, claim, penalty or assessment on behalf of and for the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense account and risk of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the The indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of settle or compromise any such action, (a) no compromise proceeding, claim, penalty or settlement thereof may be effected by the indemnifying party assessment without the indemnified party’s 's prior written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governconsent.

Procedure for Indemnification. After receipt In the event that any party hereto shall incur (or anticipates that it may incur in the case of third party claims) any Damages in respect of which indemnity may be sought by an such party pursuant to this Section VIII, the party indemnified hereunder (the "Indemnitee") shall notify the party under Section 11.1or parties providing indemnification (the "Indemnitor") promptly; in the case of third party claims, Section 11.2, Section 11.3 or Section 11.4 of such notice shall in any event be given within thirty (30) days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The that any delay or failure to promptly notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the Indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to provide prompt notice is responsible for an increase in notify. In the indemnity obligations case of the indemnifying partythird party claims, the indemnifying party shall not be responsible for any Indemnitor shall, within ten (10) days of receipt of notice of such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to claim, notify the indemnifying party Indemnitee of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects its intention to assume the defense of such action, the indemnified party shall have the right to employ separate counsel claim at its own expense and to participate in the defense thereofexpense. If the indemnifying party elects Indemnitor shall not to assume (or fails to assume) the defense of any such actionclaim or litigation resulting therefrom, the indemnified party shall be entitled Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate. In the event that a dispute arises concerning the obligation of the Indemnitor to assume the defense of such action with counsel of its own choicea claim, at or a dispute arises concerning a claim hereunder which does not involve a third party claim, or in the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) event that there is a conflict of interests which renders it inappropriate for the same counsel any other dispute relating to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityindemnification, the indemnifying party parties shall be responsible for paying for separate counsel for the indemnified partysubmit any such dispute to arbitration pursuant to Section XI(F) hereof; provided, however, that if there is more than one indemnified party and it is practical the parties agree to negotiate in good faith for all such parties a period of at least sixty (60) days prior to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys initiating arbitration to represent the indemnified parties, regardless of the number of indemnified partiesresolve any dispute. If it shall be finally determined that the indemnifying party elects Indemnitor failed to assume the defense of any claim for which the Indemnitor is liable to the Indemnitee for Damages, then the expense of defending the claim shall be borne by the Indemnitor. Payment of the Damages shall be made within ten (10) days of a final determination of a claim. A final determination of a claim shall be (i) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such actionjudgment or if the time to appeal therefrom has elapsed, (aii) no compromise an award of any arbitration determining the validity of such disputed claim, it there is not pending any motion to set aside such award or settlement thereof may be effected by if the indemnifying party without time within which to move to set such award aside has elapsed, (iii) a written termination of the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability dispute with respect to any compromise such claim signed by all of the parties thereto or settlement thereof effected without its their attorneys, (iv) a written consent acknowledgement of the Indemnitor that he or it no longer disputes the validity of such claim, or (which v) such other evidence of final determination of a claim as shall not be unreasonably withheld) unless acceptable to the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governparties.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is Any Person entitled to be made against an indemnifying party under such Section, ----------------------------- indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the commencement thereof. The failure to promptly notify give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party shall not relieve it party) and (ii) unless in such indemnified party's reasonable judgment a conflict of any liability that it interest between such indemnified and indemnifying parties may have to any indemnified party exist with respect to such action; provided thatclaim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the extent that any indemnified party. If such failure to provide prompt notice defense is responsible for an increase in the indemnity obligations of the indemnifying partyassumed, the indemnifying party shall not be responsible subject to any liability for any settlement made by the indemnified party without its consent (but such increaseconsent shall not be unreasonably withheld). In case An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such action shall be brought against an indemnified party and it shall give written notice any other of such indemnified parties with respect to such claim. Notwithstanding anything in this Section 5(C) to the indemnifying party contrary, in the event the Company determines, in good faith, that a claim materially affects the interests of the commencement thereofCompany, the indemnifying party shall be entitled to participate therein and, to the extent that it Company may wish, to assume solely control the defense thereof of such claim with counsel reasonably satisfactory to such indemnified partythe Company. If In the indemnifying party elects to assume event the defense of such action, the Company is an indemnified party shall have the right pursuant to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilitythis Section V, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by subject to liability if the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid Company settles a claim in full by the indemnifying party good faith and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governa reasonable manner.

Procedure for Indemnification. After receipt by an indemnified Any party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if making a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to for indemnification hereunder shall notify the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided thatclaim in writing, describing in reasonable detail (to the extent that any reasonably practicable) the claim, the amount thereof, and the basis therefor. The party from whom indemnification is sought shall respond to each such failure claim within 30 days of receipt of such notice. No action shall be taken pursuant to provide prompt notice is responsible for an increase in the indemnity obligations provisions of this Agreement or otherwise by the party seeking indemnification until the later of (a) the expiration of the indemnifying 30-day response period (unless reasonably necessary to protect the rights of the party seeking indemnification), or (b) 30 days following the termination of the 30-day response period if a response received within such 30-day period by the party seeking indemnification requested an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent so cured within such 30-day cure period). If such demand is based on a claim by a third party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to have the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, right to assume the entire control of the defense thereof with thereof, including at its own expense, employment of counsel reasonably satisfactory to such the indemnified party. If the indemnifying party elects to assume the defense of such action, and, in connection therewith, the indemnified party claiming indemnification shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choicereasonably cooperate, at the expense of the indemnifying party, to make available to the defending party all pertinent information under its control and shall not thereafter be indemnified for the cost of any counsel retained by it in connection with such claim. If In the action is asserted against both event that the indemnifying party and assumes the indemnified party and (i) there is a conflict entire control of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) defense of such action could reasonably be expected to result in the imposition of criminal liabilityclaim, then the indemnifying party shall be responsible for paying for separate counsel for diligently maintain such defense and shall have the right to settle or resolve any such claim by a third party, provided that (i) any such settlement or resolution includes an unconditional release of the indemnified party from liability and (ii) any settlement or resolution contemplated by the Sellers, as the indemnifying party; provided, however, that if there involves any action by the Buyer or the Company (other than the payment of money which is more than one indemnified party and it is practical for all such parties paid by the Sellers, subject to be represented by common counsel, the indemnifying party limits contained in Section 10.02 hereof) shall not be responsible for paying for more than one separate firm of attorneys to represent concluded without the indemnified parties, regardless prior written approval of the number of indemnified parties. If the indemnifying party elects to assume the defense of such actionBuyer, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which approval shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. After receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 In the event of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to which a party is entitled to indemnification hereunder, such actionparty ("Indemnified Party") shall notify the other party ("Indemnifying Party") in writing as soon as practicable, but in no event later than 15 days after receipt of such claim; provided that, that a delay in giving such notice shall not preclude the Indemnified Party from seeking indemnification hereunder if such delay has not materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim (by counsel of its own choosing and reasonably satisfactory to the extent that any Indemnified Party) and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such failure to provide prompt notice is claim, including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for an increase all costs and expenses of such settlement and the reasonable out-of-pocket expenses incurred by the Indemnified Party in cooperating with the indemnity obligations Indemnifying Party), subject to the limitations on settlement described in subparagraphs (a) and (b) below. If a conflict of interest exists vis-a-vis the interests of the indemnifying partyIndemnifying Party and the Indemnified Party, the indemnifying party Indemnified Party shall not (i) be responsible entitled to defend the claim, suit, or action or proceeding at the expense of, for any such increase. In case any such action shall be brought against an indemnified party the account of and it shall give written notice at the risk of the Indemnifying Party; (ii) engage counsel of its own choosing reasonably acceptable to the indemnifying party Indemnifying Party, and at the expense of, for the account of and at the risk of the commencement thereofIndemnifying Party; and (if the actions specified in clauses (i) and (ii) above are taken, then (iii) take reasonable steps to monitor and control the fees and costs of counsel so chosen; and (iv) keep the Indemnifying Party reasonably informed of the status of such defense, including without limitation any settlement proposals by the claimant. If the Indemnifying Party, within a reasonable time after notice of a claim, fails to defend the Indemnified Party, the indemnifying party Indemnified Party shall be entitled to participate therein andundertake the defense, to compromise or settlement of such claim at the extent that it may wishexpense of, to assume for the defense thereof with counsel reasonably satisfactory to such indemnified partyaccount and at the risk of Indemnifying Party. If Upon the indemnifying party elects to assume assumption by the Indemnifying Party of the defense of such actionclaim, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (Indemnifying Party may settle or fails to assume) the defense of compromise such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders claim as it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partysees fit; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid anything in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with 14.3 to the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.contrary notwithstanding:

Procedure for Indemnification. After receipt by an indemnified (a) In the event a party under Section 11.1intends to seek indemnification pursuant to the provisions of Sections 6.2 or 6.4 hereof (the “Indemnified Party”), Section 11.2the Indemnified Party shall promptly give notice hereunder to the other party (the “Indemnifying Party”) of a claim and such other information the Indemnified Party may have relating to the underlying basis for the claim, Section 11.3 or Section 11.4 of after obtaining written notice of any claim, investigation, or the commencement service of a summons or other initial or continuing legal or administrative process or Proceeding in any actionaction instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 6.2 or 6.4 hereof, such indemnified party shalland, if such indemnity shall arise from the claim of a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying third party, the indemnifying party Indemnified Party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to permit the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects Indemnifying Party to assume the defense of any such action, the indemnified party shall have the right to employ separate counsel at its own expense claim and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of any litigation resulting from such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partyclaim; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party Indemnified Party shall not be responsible for paying for more than one separate firm required to permit such an assumption of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such actionany claim or Proceeding which, (a) no compromise if not first paid, discharged or settlement thereof may be effected by otherwise complied with, would result in a material interruption or disruption of the indemnifying party without business of the indemnified party’s written consent (which Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be unreasonably withheld) unless affected by any failure of the sole relief provided is monetary damages that are paid in full Indemnified Party to give such notice (or by delay by the indemnifying party Indemnified Party in giving such notice) unless, and (b) then only to the indemnifying party extent that, the rights and remedies of the Indemnifying Party shall have no liability with respect been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any compromise such claim or settlement action by a third party within thirty (30) days after written notice thereof effected without shall have been given to and acknowledged by the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed right to defend such indemnified party against such claim or action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. After Promptly after receipt by an indemnified party party, under Section 11.15(a) or 5(b), Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under any of these Sections; but the omission of such Section, give written notice to shall not relieve the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any from liability that which it may have to any the indemnified party with respect to such action; provided thatunder this Section 5, except to the extent that the indemnifying party is actually prejudiced in any material respect by such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying partygive notice, and shall not relieve the indemnifying party shall not be responsible for from any such increaseliability which if may lave to any indemnified party otherwise than under this Section 5. In case any such the event that an action shall be is brought against an the indemnified party and it shall give written notice to such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it may wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If , and after notice from the indemnifying party elects to assume the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party that the indemnified party believes it has failed to do so, or (ii) if the indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there are legal defenses available to the indemnified party which are not available to the indemnifying party, or (iii) if representation of such actionboth parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to employ separate counsel at assume or continue its own expense and to participate in the defense thereofas set forth above. If In no event shall the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the counsel for all indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. After receipt by an indemnified Each party entitled to indemnification under paragraph (a) or (b) of this Section 11.17 (the "Indemnified Party") shall, Section 11.2, Section 11.3 promptly after such Indemnified Party has knowledge of any claim or Section 11.4 of notice of the commencement of any action, action against such indemnified party shall, if a claim Indemnified Party in respect thereof is of which indemnity may be sought, notify the party required to be made against an indemnifying party under such Section, give written notice to provide indemnification (the indemnifying party "Indemnifying Party") in writing of the claim or the commencement thereof. The ; provided that the failure of the Indemnified Party to promptly notify the indemnifying party Indemnifying Party shall not relieve it of the Indemnifying Party from any liability that which it may have to an Indemnified Party pursuant to the provisions of this Section 7, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall such failure relieve the Indemnifying Party from any indemnified party with respect other liability which it may have to such action; provided that, to the extent that Indemnified Party. If any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such claim or action shall be brought against an indemnified party and Indemnified Party, it shall give written notice to notify the indemnifying party of Indemnifying Party thereof and the commencement thereof, the indemnifying party Indemnifying Party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnified Party. If After notice from the indemnifying party elects Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the indemnified party Indemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the Indemnified Party under this Section 7 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation prior to assumption; provided that each Indemnified Party shall have the right to employ separate counsel at to represent it and assume its own expense and defense (in which case, counsel to participate in the defense thereof. If Indemnifying Party shall not represent it) if (i) upon the indemnifying party elects not to assume (or fails to assume) the defense written advice of such actioncounsel, the indemnified party shall representation of both parties by the same counsel would be entitled inappropriate due to actual or potential differing interests between them (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party will not have the right to assume the defense of such claim or action with counsel on behalf of its own choicesuch Indemnified Party), at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition event the Indemnifying Party has not assumed the defense thereof within thirty (30) days of criminal liabilityreceipt of notice of such claim or commencement of action, in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party (and, in the event the Holders are an Indemnified Party, the indemnifying party shall be responsible Indemnifying Party shall, in such event, pay for paying for one separate counsel for the indemnified party; providedHolders). If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, however, that if there is more than one indemnified party and it is practical for all such parties approval not to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesunreasonably withheld or delayed. If the indemnifying party elects to assume Indemnifying Party so assumes the defense of thereof (and by so assuming shall be solely responsible for liabilities relating to such claim or action, (a) no compromise and shall release the Indemnified Party from such liabilities to the extent permitted by law, except to the extent the Indemnified Party is not entitled to be indemnified pursuant to this Section 7), it may not agree to any settlement of any such claim or settlement thereof may action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be effected by responsible hereunder, shall be applied to or against the indemnifying party Indemnified Party, without the indemnified party’s prior written consent (of the Indemnified Party which shall not be unreasonably withheld) unless withheld or delayed. No Indemnifying Party will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the sole relief provided is monetary damages that are paid in full giving by the indemnifying party and (b) the indemnifying party shall have no claimant or plaintiff to such Indemnified Party of a release from all liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.in

Procedure for Indemnification. After receipt by an indemnified (a) Any party under Section 11.1, Section 11.2, Section 11.3 hereto or Section 11.4 any of notice of the commencement of any action, such indemnified party shall, if a claim its Affiliates seeking indemnification hereunder (in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying partythis context, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it “Indemnified Party”) shall give written notice (the “Claim Notice”) of any claim for indemnification under this Section 10 to the indemnifying other party of (with the commencement thereofStockholder Representative (as defined below) acting on behalf of, and receiving all notices on behalf of, Seller, the indemnifying party shall be entitled to participate therein andStockholders and Softworks for purposes of this Section 10.5) (the “Indemnifying Party”) as promptly as practicable, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate but in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and any event: (i) there is if such Indemnification Claim relates to the assertion against an Indemnified Party of any claim by a conflict third party (a “Third-Party Claim”), within 30 days after the assertion of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party such Third-Party Claim, or (ii) if such action could reasonably be expected Indemnification Claim is not in respect of a Third-Party Claim, within 30 days after the discovery of facts upon which the Indemnified Party intends to result in the imposition of criminal liability, the indemnifying party shall be responsible base an Indemnification Claim for paying for separate counsel for the indemnified partyindemnification pursuant to Section 10 hereof; provided, however, that if there the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that the Indemnifying Party may have to the Indemnified Party except to the extent that the Indemnifying Party demonstrates that the Indemnifying Party’s ability to defend or resolve such Indemnification Claim is more than one indemnified party actually prejudiced thereby. Any such Claim Notice shall describe the facts and it circumstances on which the asserted Indemnification Claim is practical for all such parties to be represented by common counselbased, the indemnifying party shall amount thereof, if then ascertainable, and, if not be responsible for paying for more than one separate firm of attorneys to represent then ascertainable, the indemnified partiesestimated maximum amount thereof, regardless of and the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.the Agreement on which the Indemnification Claim is based. ASSET PURCHASE AGREEMENT ONYX SOFTWARE CORPORATION

Procedure for Indemnification. After receipt In the event that any party hereto shall incur (or anticipates that it may incur in the case of third party claims) any Damages in respect of which indemnity may be sought by an such party pursuant to this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party under Section 11.1or parties providing indemnification (the "Indemnitor") promptly; in the case of third party claims, Section 11.2, Section 11.3 or Section 11.4 of such notice shall in any event be given within thirty (30) days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The that any delay or failure to promptly notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the Indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to provide prompt notice is responsible for an increase in notify. In the indemnity obligations case of the indemnifying partythird party claims, the indemnifying party shall not be responsible for any Indemnitor shall, within ten (10) days of receipt of notice of such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to claim, notify the indemnifying party Indemnitee of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects its intention to assume the defense of such action, the indemnified party shall have the right to employ separate counsel claim at its own expense and to participate in the defense thereofexpense. If the indemnifying party elects not to Indemnitor shall assume (or fails to assume) the defense of such actionany claim or litigation, the indemnified party Indemnitor may settle such claim or litigation on such terms as it may deem appropriate without the consent of the Indemnitee so long as the settlement involves solely the payment of money damages for which the Indemnitor is solely responsible. If the Indemnitor shall be entitled not assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate. In the event that a dispute arises concerning the obligation of the Indemnitor to assume the defense of such action with counsel of its own choicea claim, at or a dispute arises concerning a claim hereunder which does not involve a third party claim, or in the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) event that there is a conflict of interests which renders it inappropriate for the same counsel any other dispute relating to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityindemnification, the indemnifying party parties shall be responsible for paying for separate counsel for the indemnified partysubmit any such dispute to arbitration pursuant to Section XIV(G); provided, however, that if there is more than one indemnified party and it is practical the parties agree to negotiate in good faith for all such parties a period of at least sixty (60) days prior to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys initiating arbitration to represent the indemnified parties, regardless of the number of indemnified partiesresolve any dispute. If it shall be finally determined that the indemnifying party elects Indemnitor failed to assume the defense of any claim for which the Indemnitor is liable to the Indemnitee for Damages, then the expense of defending the claim shall be borne by the Indemnitor. Payment of the Damages shall be made within ten (10) days of a final determination of a claim. 48 45 A final determination of a claim shall be (i) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such actionjudgment or if the time to appeal therefrom has elapsed, (aii) no compromise an award of any arbitration determining the validity of such disputed claim, it there is not pending any motion to set aside such award or settlement thereof may be effected by if the indemnifying party without time within which to move to set such award aside has elapsed, (iii) a written termination of the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability dispute with respect to any compromise such claim signed by all of the parties thereto or settlement thereof effected without its their attorneys, (iv) a written consent acknowledgement of the Indemnitor that he or it no longer disputes the validity of such claim, or (which v) such other evidence of final determination of a claim as shall not be unreasonably withheld) unless acceptable to the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governparties.

Procedure for Indemnification. After receipt by If a party hereto becomes aware of an indemnified event which gives rise to a claim for indemnification hereunder, such party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of shall give the other party prompt notice of any such action, claim, liability, assessment or notice of deficiency received by such party which might result in any liability under this provision. To the commencement extent Gold is giving such notice, notice to Company shall be deemed sufficient to constitute notice to all shareholders. By execution hereof, Company specifically agrees that it shall assume all responsibility for communicating receipt of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying shareholders of Company. Further, any party who may claim a right of indemnification hereunder agrees to refrain from paying, settling or compromising any such claim for which indemnification may be sought without giving notice of same to the commencement thereofother party. The failure If the other party wishes to promptly notify contest or defend such third party claim, then the indemnifying party against whom the claim was made shall not relieve it of any liability that it may have be obligated to any indemnified cooperate fully with such party in contesting and preserving all rights with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partycontest; provided, however, that if there is more than one indemnified the other party does not wish to challenge or contest such third party claim, then the party against whom the claim was being made by settle same on terms and conditions it is practical for all such parties deems to be represented by common counselthe most favorable it can be obtained and then inserting the indemnification claim against the other party hereto. When giving a notice under this provision, a party may specify a time for a response from the other party as to whether such other party wishes to contest or defend such third party claim. Such deadline for response may be established consistent with the facts and circumstances surrounding the situation. Failure of the other party to respond within such time period shall constitute such other party's decision not to contest or defend such claim. If a party hereunder claims indemnification for a claim other than a third party claim, the party seeking indemnification shall notify the indemnifying party shall not be in writing of the basis for such claim setting forth the nature and amount of the damages resulting from such claim. To the extent a party is deemed to have ultimately been responsible for paying for more than one separate firm indemnification, then interest shall be deemed to accrue on the unpaid amount of attorneys indemnification obligation at the prime rate of interest announced from time to represent time by Exchange National Bank, such interest to be calculated based on the indemnified parties, regardless of the actual number of indemnified parties. If days elapsed from the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are date each indemnification obligation becomes due and owing until paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governbased on 365 day year.

Procedure for Indemnification. After Promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 12.1 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Sectionsection, give written notice to the indemnifying party of the commencement thereof. The , but the failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall not be responsible for any demonstrates that the defense of such increaseaction is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall promptly give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may shall wish, within ten Business Days of receipt of such notice, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If party and, after notice from the indemnifying party elects to such indemnified party of its election so to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible liable to such indemnified party under such section for paying for more any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than one separate firm reasonable costs of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesinvestigation. If the an indemnifying party elects to assume assumes the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written 's consent unless (which shall not i) there is no finding or admission of any violation of law or any violation of the rights of the indemnified party and no effect on any other claims that may be unreasonably withheldmade against the indemnified party and (ii) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless ). If notice is given to an indemnifying party of the commencement of any action and it does not, within ten 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 has failed to defend 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 an action may adversely affect it or its Affiliates other than as a result of monetary damages, such indemnified party against may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action. If this Section 11.5 conflicts with , but the contest provisions in Section 8.7 with respect to indemnifying party shall not be bound by any contest determination of an action so defended or claim relating to taxes, Section 8.7 any compromise or settlement thereof effected without its consent (which shall governnot be unreasonably withheld).

Procedure for Indemnification. After receipt by an indemnified (a) If any party under Section 11.1hereto shall claim indemnification hereunder arising from any claim or demand of a third party, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to seeking indemnification (the indemnifying party of the commencement thereof. The failure to "indemnitee") shall promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to or parties from whom indemnification is sought (the extent that any such failure to provide prompt notice is responsible for an increase "indemnitor") in the indemnity obligations writing of the indemnifying partybasis for such claim or demand, setting forth the indemnifying party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party nature of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate claim or demand in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partyreasonable detail; provided, however, that if there is more than one indemnified party and it is practical failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been prejudiced as a result of such failure (except that the indemnitor shall in no event be liable for all any expenses incurred during the period in which the indemnitee failed to give such parties to be represented by common counselnotice). Thereafter, the indemnifying indemnitee shall deliver to the indemnitor, promptly following the indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the indemnitee relating to the third-party claims other than those notices and documents (including court papers) received by the indemnitee relating to the third-party claim other than those notices and documents separately addressed to the indemnitor. The indemnitor shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand of any third party giving rise to such claim for indemnification. Such notice and opportunity to compromise or defend, if applicable, shall be conditions precedent to any asserted liability under this indemnity. In the event the indemnitor undertakes to compromise or defend any such claim or demand, it shall promptly notify the indemnitee in writing of its intention to do so. The indemnitee shall fully cooperate with the indemnitor and its counsel in the defense or compromise of such claim or demand. Such cooperation shall include the retention and (upon the indemnitor's reasonable request) the provision to the indemnitor of records and information that are reasonably relevant to such third-party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. After the assumption of the defense by the indemnitor, the indemnitor shall not be responsible liable for paying for more than one separate firm any legal or other expenses subsequently incurred by the indemnitee in connection with such defense, but the indemnitee may participate in such defense at its own expense, it being understood that the indemnitor shall control such defense. No settlement of attorneys to represent a third party claim or demand defended by the indemnified parties, regardless indemnitee shall be made without the written consent of the number indemnitor. The indemnitor shall not, except with the written consent of indemnified partiesthe indemnitee, consent to the entry of a judgment or settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the indemnitee of an unconditional release from all liability in respect of such third party claim or demand. If The indemnitor shall be liable for fees and expenses of counsel employed by the indemnifying party elects to assume indemnitee for any period during which the indemnitor has not assumed the defense thereof (other than during any period in which the indemnitee shall have failed to give notice of such action, (a) no compromise or settlement thereof may be effected by the indemnifying third-party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief claim as provided is monetary damages that are paid in full by the indemnifying party and above). (b) the indemnifying If any party shall have no liability with respect to claim indemnification hereunder for any compromise or settlement thereof effected without its written consent (claim other than third party claims, the indemnitee shall promptly notify the indemnitor in writing of the basis for such claim, setting forth the nature and amount of the claim in reasonable detail; and after determination of the validity of such claim, which the parties shall not promptly pursue, payment therefor shall be unreasonably withheld) unless made by the indemnifying party has failed to defend such indemnified party against such actionindemnitor. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern7.4.

Procedure for Indemnification. After receipt by an (a) In the event any person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Liabilities, the indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, shall give written notice to such effect to the indemnifying party of the commencement promptly upon becoming aware thereof. The failure to promptly notify In such event, within 20 days after written notice by the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to (the "Notice") of such action; provided thatdemand, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying partyclaim or lawsuit, the indemnifying party shall not have the right, at its sole cost and expense, to take and assume full control of the defense thereof and to hire counsel (which counsel shall be responsible for reasonably satisfactory to the indemnified party) to defend any such increase. In case any demand, claim or lawsuit (provided, however, that the failure to give such action Notice shall be brought against an indemnified party and it shall give written notice to not relieve the indemnifying party of its obligations hereunder unless, and only to the commencement thereofextent that, such failure caused the damages for which the indemnifying party shall is obligated to be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects to assume the defense of such action, greater than they would otherwise have been had the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereofgiven prompt notice hereunder). If the indemnifying party elects not to assume (or fails to assume) the defense of such actionThereafter, the indemnified party shall be entitled permitted to assume participate in such defense at its sole cost and expense, provided that, if the defense of named parties to any such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and proceeding (iincluding any impleaded parties) there is a conflict of interests which renders it inappropriate for the same counsel to represent include both the indemnifying party and the indemnified party or (ii) such action could reasonably if the indemnifying party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be expected inappropriate due to result in actual or potential differing interests between them, then the imposition indemnified party shall have the right to retain its own counsel at the cost and expense of criminal liability, the indemnifying party. In the event that the indemnifying party shall be responsible for paying for separate counsel for fell to respond within 20 days after receipt of the Notice from the indemnified party; providedparty of any such demand, howeverclaim or lawsuit, that if there is more than one then the indemnified party may retain counsel and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume conduct the defense of such actiondemand, (a) no compromise claim or settlement thereof lawsuit, as it may be effected by in its sole discretion deem proper, at the sole cost and expense of the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.

Procedure for Indemnification. After receipt In the event that any party hereto shall incur (or anticipates that it may incur in the case of third party claims) any Damages in respect of which indemnity may be sought by an such party pursuant to this Section VIII, the party indemnified hereunder (the "Indemnitee") shall notify the party under Section 11.1or parties providing indemnification (the "Indemnitor") promptly; in the case of third party claims, Section 11.2, Section 11.3 or Section 11.4 of such notice shall in any event be given within thirty (30) days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The that any delay or failure to promptly notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the Indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to provide prompt notice is responsible for an increase in notify. In the indemnity obligations case of the indemnifying partythird party claims, the indemnifying party shall not be responsible for any Indemnitor shall, within ten (10) days of receipt of notice of such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to claim, notify the indemnifying party Indemnitee of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects its intention to assume the defense of such action, the indemnified party shall have the right to employ separate counsel claim at its own expense and to participate in the defense thereofexpense. If the indemnifying party elects Indemnitor shall not to assume (or fails to assume) the defense of any such actionclaim or litigation resulting therefrom, the indemnified party shall be entitled Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate. In the event that a dispute arises concerning the obligation of the Indemnitor to assume the defense of such action with counsel of its own choicea claim, at or a dispute arises concerning a claim hereunder which does not involve a third party claim, or in 39 31 the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) event that there is a conflict of interests which renders it inappropriate for the same counsel any other dispute relating to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityindemnification, the indemnifying party parties shall be responsible for paying for separate counsel for the indemnified partysubmit any such dispute to arbitration pursuant to Section XI(F) hereof; provided, however, that if there is more than one indemnified party and it is practical the parties agree to negotiate in good faith for all such parties a period of at least sixty (60) days prior to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys initiating arbitration to represent the indemnified parties, regardless of the number of indemnified partiesresolve any dispute. If it shall be finally determined that the indemnifying party elects Indemnitor failed to assume the defense of any claim for which the Indemnitor is liable to the Indemnitee for Damages, then the expense of defending the claim shall be borne by the Indemnitor. Payment of the Damages shall be made within ten (10) days of a final determination of a claim. A final determination of a claim shall be (i) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such actionjudgment or if the time to appeal therefrom has elapsed, (aii) no compromise an award of any arbitration determining the validity of such disputed claim, it there is not pending any motion to set aside such award or settlement thereof may be effected by if the indemnifying party without time within which to move to set such award aside has elapsed, (iii) a written termination of the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability dispute with respect to any compromise such claim signed by all of the parties thereto or settlement thereof effected without its their attorneys, (iv) a written consent acknowledgement of the Indemnitor that he or it no longer disputes the validity of such claim, or (which v) such other evidence of final determination of a claim as shall not be unreasonably withheld) unless acceptable to the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governparties.

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 7, shall, promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give written notice to notify the indemnifying party in writing of the commencement thereof. The failure omission of any indemnified party so to promptly notify an indemnifying party of such action shall not relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party was or is actually prejudiced thereby, and in no event shall not relieve it of the indemnifying party from any other liability that it may have to any such indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, the indemnifying party shall has not be responsible for any such increaseactually been prejudiced thereby. In case any such action shall be brought against an any indemnified party and it such indemnified party shall give written notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects so assumes the defense thereof, it may not agree to any settlement of any such action as the result of which any remedy or relief, other than monetary damages for which the indemnifying party shall be responsible hereunder, shall be applied to or against the indemnified party, without the prior written consent of the indemnified party. An indemnifying party may not assume or jointly assume the defense of an action if in the reasonable judgment of the indemnified party a conflict of interest may exist between the indemnifying party and such indemnified party with respect to such action. An indemnifying party who is not entitled to, who elects not to, or who has not appointed counsel reasonably satisfactory to the indemnified party within a reasonable time to, assume the defense of an action shall be obligated to pay the fees and expenses of counsel for the indemnified party; PROVIDED, HOWEVER, that the indemnifying party shall not be obligated to pay the fees and the expenses of more than one counsel (plus local counsel if necessary) for all parties who may be indemnified by such indemnifying party with respect to such action, unless in the reasonable judgment of any indemnified party a conflict of interest exists between such indemnified party and any other indemnified party with respect to such action. If the indemnifying party does not assume the defense of an action, it shall be bound by any settlement to which the indemnified party agrees, irrespective of whether the indemnifying party consents thereto; PROVIDED, HOWEVER, that if the indemnifying party does not assume the defense of an action because of a conflict of interest that prevented it from doing so, then the indemnifying party shall be bound by any settlement to which the indemnified party agrees and to which the indemnifying party consents (which consent shall not be unreasonably withheld). If any settlement of any claim is effected by the indemnified party prior to commencement of any action relating thereto, the indemnifying party shall be bound thereby only if it has consented in writing thereto. In any action with respect to which the indemnifying party has assumed the defense thereof, the indemnified party shall have the right continue to employ separate counsel at its own expense and be entitled to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice; PROVIDED, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityHOWEVER, that the indemnifying party shall be responsible for paying for separate counsel relieved of the obligation hereunder to reimburse the indemnified party for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense costs of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governcounsel.

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 8 shall, promptly after receipt by an indemnified party under Section 11.1, Section 11.2, Section 11.3 or Section 11.4 of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying party under such Sectionsought, give written notice to notify the indemnifying party part in writing of the claim or the commencement thereof. The ; except, that the failure to promptly notify the indemnifying party shall not relieve it of from any liability that it may have to any an indemnified party with respect to on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, unless the indemnifying party was prejudiced by such action; provided thatfailure and, then, only to the extent that any of such prejudice, and in no event shall such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying party, relieve the indemnifying party shall not be responsible for from any other liability that it may have to such indemnified party. If any such increase. In case any such claim or action shall be brought against an indemnified party party, and it shall give written notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If After notice from the indemnifying party elects to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; except, that each Holder of Registrable Securities, its officers and directors, if any, and each person, if any, who controls such Holder within the meaning of the Securities Act, shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall govern.them

Procedure for Indemnification. After receipt by an indemnified In the event a party under Section 11.1intends to seek indemnification pursuant to the provisions of Sections 11.1 or 11.2 hereof (the "Indemnified Party"), Section 11.2, Section 11.3 or Section 11.4 of the Indemnified Party shall promptly give notice hereunder to the other party (the "Indemnifying Party") after obtaining written notice of any claim or the commencement service of a summons or other initial legal process in any actionaction instituted against the Indemnified Party as to which recovery may be sought against the Indemnifying Party because of the indemnification provided for in Section 11.1 or 11.2 hereof, such indemnified party shalland, if such indemnity shall arise from the claim of a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The failure to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the indemnifying third party, the indemnifying party Indemnified Party shall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to permit the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects Indemnifying Party to assume the defense of any such action, the indemnified party shall have the right to employ separate counsel at its own expense claim and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of any litigation resulting from such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified partyclaim; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party Indemnified 37 Party shall not be responsible for paying for more than one separate firm of attorneys required to represent the indemnified parties, regardless permit such an assumption of the number defense of indemnified partiesany claim or litigation which, if not first paid, discharged or otherwise complied with, would result in an interruption or disruption of the business of the Indemnified Party or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within twenty (20) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the indemnifying party elects to assume Indemnifying Party assumes the defense of such actionclaim or litigation resulting therefrom, (a) no compromise the obligations of the Indemnifying Party hereunder as to such claim or litigation shall include taking all steps necessary in the defense or settlement thereof may be effected of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the indemnifying party Indemnifying Party or any judgment entered in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the indemnified party’s written consent of the Indemnified Party or enter into any settlement (except with the written consent of the Indemnified Party, which shall not be unreasonably withheld) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to conduct its defense. If the Indemnifying Party does not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the sole relief provided is monetary Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such claim or litigation plus the Indemnified Party's estimate of the cost (including attorneys' fees) of defending the same, the Indemnified Party may settle such claim or litigation on such terms as it may deem appropriate and the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of such settlement and for all costs (including attorneys' fees), expenses and damages that are paid in full incurred by the indemnifying party and (b) Indemnified Party in connection with the indemnifying party defense against or settlement of such claim or litigation, or if any such claim or litigation is not so settled, the Indemnifying Party shall have no liability promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any compromise or settlement thereof effected without its written consent claim by a third party in such litigation and for all costs (which shall not be unreasonably withheld) unless including attorneys' fees), expenses and damage incurred by the indemnifying party has failed to defend such indemnified party Indemnified Party in connection with the defense against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 claim or litigation, whether or not resulting from, arising out of, or incurred with respect to any contest or claim relating to taxesto, Section 8.7 shall governthe act of a third party.

Procedure for Indemnification. After receipt In the event that any party hereto shall incur (or anticipates that it may incur in the case of third party claims) any Damages in respect of which indemnity may be sought by an such party pursuant to this Section X, the party indemnified hereunder (the "Indemnified Party") shall notify the party under Section 11.1or parties providing indemnification (the "Indemnifying Party") promptly; in the case of third party claims, Section 11.2, Section 11.3 or Section 11.4 of such notice shall in any event be given within thirty (30) days of the commencement filing or assertion of any actionclaim against the Indemnified Party stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof. The that any delay or failure to promptly notify the indemnifying party any Indemnifying Party of any claim shall not relieve it of from any liability that it may have to any indemnified party with respect to such action; provided that, except to the extent that any the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by such delay or failure to provide prompt notice is responsible for an increase in notify. In the indemnity obligations case of the indemnifying partythird party claims, the indemnifying party shall not be responsible for any Indemnifying Party shall, within ten (10) days of receipt of notice of such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to claim, notify the indemnifying party Indemnified Party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying party elects its intention to assume the defense of such action, the indemnified party shall have the right to employ separate counsel claim at its own expense and to participate in the defense thereofexpense. If the indemnifying party elects Indemnifying Party shall not to assume (or fails to assume) the defense of any such actionclaim or litigation resulting therefrom, the indemnified party shall be entitled Indemnified Party may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnified Party may settle such claim or litigation on such terms as it may deem appropriate. In the event that a dispute arises concerning the obligation of the Indemnifying Party to assume the defense of such action with counsel of its own choicea claim, at or a dispute arises concerning a claim hereunder which does not involve a third party claim, or in the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) event that there is a conflict of interests which renders it inappropriate for the same counsel any other dispute relating to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liabilityindemnification, the indemnifying party parties shall be responsible for paying for separate counsel for the indemnified partysubmit any such dispute to arbitration pursuant to Section XIII(G) hereof; provided, however, that if there is more than one indemnified party and it is practical the parties agree to negotiate in good faith for all such parties a period of at least sixty (60) days prior to be represented by common counsel, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys initiating arbitration to represent the indemnified parties, regardless of the number of indemnified partiesresolve any dispute. If it shall be finally determined that the indemnifying party elects Indemnifying Party failed to assume the defense of any claim for which the Indemnifying Party is liable to the Indemnified Party for Damages, then the expense of defending the claim shall be borne by the Indemnifying Party. Payment of the Damages shall be made within ten (10) days of a final determination of a claim. A final determination of a claim shall be (i) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such actionjudgment or if the time to appeal therefrom has elapsed, (aii) no compromise an award of any arbitration determining the validity of such disputed claim, it there is not pending any motion to set aside such award or settlement thereof may be effected by if the indemnifying party without time within which to move to set such award aside has elapsed, (iii) a written termination of the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability dispute with respect to any compromise such claim signed by all of the parties thereto or settlement thereof effected without its their attorneys, (iv) a written consent acknowledgement of the Indemnifying Party that she or it no longer disputes the validity of such claim, or (which v) such other evidence of final determination of a claim as shall not be unreasonably withheld) unless acceptable to the indemnifying party has failed to defend such indemnified party against such action. If this Section 11.5 conflicts with the contest provisions in Section 8.7 with respect to any contest or claim relating to taxes, Section 8.7 shall governparties.