Common use of Claims Procedures Clause in Contracts

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 12.1 or 8.2 12.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such partyParty’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and. (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party party entitled to be indemnified by the other Party party (an “Indemnified Party”) pursuant to Section 8.1 Sections 6.1 or 8.2 hereof 6.2 shall give notice to the other Party party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedprovided that: (a) That counsel Counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless unless: (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.; (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement, except with the approval of each Indemnified Party (which approval shall not be unreasonably withheld), except a settlement which (i) would result in injunctive or other relief being imposed against imposes only a monetary obligation on the Indemnified Party; or (ii) does not include Indemnifying Party and which includes 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 claim or litigation.litigation by the claimant or plaintiff to the Indemnified Party; (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom; and (e) In the event a claim is based partially on an indemnified claim described in Sections 6.1 or 6.2 and partially on a non-indemnified claim, or is based partially on a claim indemnified by one Party and partially on a claim indemnified by the other Party pursuant to Sections 6.1 and 6.2, any payments and reasonable attorney fees incurred in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party.

Claims Procedures. Each Party Promptly upon a party becoming aware of any Claim with respect to which it believes it is entitled to be indemnified by indemnification hereunder, whether under this Section 3.3, Section 7.7, or the other Party provisions hereof, such party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to notify the other Party party (an the “Indemnifying Party”) promptly after in writing of the existence and nature of such Claim, the identity of any third party claimants and a description of the damages and the amount thereof relating to such Claim (the “Claim Notice”). The Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may shall be sought, and shall permit the Indemnifying Party to assume responsible for the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for Claim unless the Indemnifying Party, who shall conduct upon reasonable notice, requests that the defense of such claim or any litigation resulting therefrom, shall a Claim be approved by tendered to the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless Indemnifying Party. If: (i) the employment defense of counsel by a Claim is so tendered and within ten (10) Business Days thereafter such Indemnified Party has been authorized tender is accepted by the Indemnifying Party; or or (ii) within ten (10) Business Days after the date on which the Claim Notice has been given pursuant to this Section 3.3(d), the Indemnifying Party shall acknowledge in writing to the Indemnified Party its obligation to provide an indemnity as provided in this Section 3.3 and assume the defense of the Claim; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Claim. The Indemnified Party shall have the right to be represented by counsel at the Indemnified Party’s expense, subject to the limitations hereof, in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Claim if it shall fail to diligently contest and defend the Claim after written notice or demand by the Indemnified Party. So long as the Indemnifying Party has not lost its right and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided, that at least five (5) Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Partyconsented thereto, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval consent shall not be unreasonably withheld, consent conditioned or delayed. All expenses (including without limitation attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party; provided that, if the Indemnifying Party is the Seller, such expenses shall be paid or reimbursed to entry the Indemnified Party solely out of the Indemnity Amount and the Seller will have no obligation hereunder in excess of such amount. Notwithstanding the foregoing, in connection with any judgment or settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (x) enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a full and complete release from all liability in respect to of such claim or litigation. , (dy) Each enter into any settlement that attributes by its terms liability or wrongdoing to the Indemnified Party, or which establishes or acknowledges any liability of the Indemnified Party that is not satisfied by the Indemnifying Party, or would establish or acknowledge any future restrictions on the Indemnified Party, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Section 3.3 shall relieve it of such obligations to the extent they exist. If the Indemnifying Party fails to accept a tender of, or assume, the defense of a Claim pursuant to this Section 3.3(d), or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Claim or if there is a legal conflict, the Indemnified Party shall furnish have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such information regarding itself Claim, and may settle such Claim, either before or after the claim in question initiation of litigation, at such time and upon such terms as an the Indemnified Party deems fair and reasonable; provided, that the Indemnified Party will not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If, pursuant to this Section 3.3, the Indemnified Party so contests, defends, litigates or settles a Claim for which it is entitled to indemnification hereunder as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party may reasonably request in writing for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses; provided that, if the Indemnifying Party is the Seller and the matter relates to a matter subject to indemnity by Seller pursuant to clause (i) of Section 3.3(b) (other than a breach of Sections 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(e), 5.1(f) or 5.1(g) hereof), such expenses shall be reasonably required reimbursable to the Indemnified Party solely out of the Indemnity Amount and the Seller will have no obligation hereunder in connection with the defense excess of such claim and litigation resulting therefromamount.

Claims Procedures. Each Party Person entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 10.1 or 8.2 hereof shall Section 10.2 will give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall will permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however: (a) That that counsel for the Indemnifying Party, Party who shall will conduct the defense of such claim or any litigation resulting therefrom, shall therefrom will be approved by the Indemnified Party (whose approval shall will not unreasonably be withheld) and the Indemnified Party may participate in such defense at such partythe Indemnified Party’s expense (expense, unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded concludes that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall will pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall will be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The the failure of any Indemnified Party to give notice as provided herein shall will not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.Party or materially compromise the defense of such claim; (c) No no Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, will consent to entry of any judgment or enter into any settlement, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. except with the approval of each Indemnified Party (which approval will not be unreasonably withheld), except a settlement which (i) would result in injunctive or other relief being imposed against imposes only a monetary obligation on the Indemnified Party; or (ii) does not include Indemnifying Party and which includes 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 claim or litigation.litigation by the claimant or plaintiff to the Indemnified Party; and (d) Each each Indemnified Party shall will furnish such information or reasonable assistance regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall will be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled (a) Promptly after receipt by any indemnified Person of notice (i) of the commencement or assertion of any Claim or Legal Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to be give rise to a Claim or Legal Proceeding by a third party or (ii) of facts causing any indemnified by the other Party Person to believe it has a Claim for indemnification hereunder (an “Indemnified PartyAsserted Liability”), such indemnified Person will give prompt written notice thereof (the “Claim Notice”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the relevant indemnifying Person. Notwithstanding the foregoing, as long as the Claim Notice is given within the applicable survival period set forth in Section 9.1, the failure to so notify the indemnifying Person will not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure materially prejudices the indemnifying Person. The Claim Notice will describe the Asserted Liability in reasonable detail, and will indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge reasonably appraised of any threatened or asserted claim as additional information concerning any Asserted Liability. (b) As to which indemnity may be soughtan Asserted Liability arising from a third party action, and shall permit the Indemnifying Party indemnifying Person will be, subject to the limitations set forth in this Section 9.5, entitled to assume control of and appoint lead counsel for such defense only for as long as it conducts such defense with reasonable diligence. The indemnifying Person will keep the indemnified Persons advised of the status of such third party action and the defense thereof on a reasonably current basis and will consider in good faith the recommendations made by the indemnified Persons with respect thereto. If the indemnifying Person assumes the control of the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for third party action in accordance with the Indemnifying Partyprovisions of this Section 9.5, who shall conduct the defense of such claim or any litigation resulting therefrom, shall indemnified Person will be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may entitled to participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim third party action and to engage, at its expense, separate counsel of its choice for such purpose, it being understood, however, that the indemnifying Person will continue to control such defense; provided that notwithstanding the foregoing, the indemnifying Person will pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees) of the indemnified Persons if (x) the indemnified Person’s outside counsel will have reasonably concluded and advised in writing (with a copy to the indemnifying Person) that there are defenses available to such indemnified Person that are different from or litigationadditional to those available to the indemnifying Person, shallor (y) the indemnified Person’s outside counsel will have advised in writing (with a copy to the indemnifying Person) the indemnified Person that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the indemnifying Person and the indemnified Person. Notwithstanding the foregoing, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in the indemnifying Person will obtain the prior written consent of the indemnified Person before entering into any settlement, compromise, admission or acknowledgement of the validity of such Asserted Liability if the settlement requires an admission of guilt or wrongdoing on the part of the indemnified Person, subjects the indemnified Person to criminal liability or does not unconditionally release the indemnified Person from all liabilities and obligations with respect to such Asserted Liability or the settlement imposes injunctive or other equitable relief being imposed against against, or any continuing obligation or payment requirement on, the Indemnified Party; or indemnified Person and (ii) does not include the indemnified Person will be entitled to participate, at its own cost and expense, in the defense of such Asserted Liability and to engage separate counsel of its choice for such purpose. (c) Each Party will cooperate in the defense or prosecution of any Asserted Liability arising from a third party action and will furnish or cause to be furnished such records, information and testimony (subject to any applicable confidentiality agreement), and attend such conferences, discovery proceedings, hearings, trials or appeals as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability may be reasonably requested in respect to such claim or litigationconnection therewith. (d) Each Indemnified Party In the case of a Claim not based upon a third party action (“Direct Claim”), the indemnifying Person shall furnish have forty-five (45) days from its receipt of the Claim Notice to either (i) admit its obligation to provide indemnification or (ii) dispute the Claim for indemnification, and provide a written explanation for its position and supporting documentation. In the event that the indemnifying Person disputes a Claim Notice for a Direct Claim, the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within ninety (90) days after the indemnifying Person first receives the Claim Notice for a Direct Claim, then the indemnified Person may seek any remedy available to it under this Agreement. If the indemnifying Person fails to respond to the Claim Notice relating to a Direct Claim within such information regarding itself or forty-five (45) day period, then the claim in question as an Indemnifying Party may reasonably request in writing and indemnifying Person shall be reasonably required conclusively deemed obligated to provide indemnity for all reasonable costs and expenses relating to the Direct Claim referenced in connection with the defense of such claim and litigation resulting therefromClaim Notice.

Claims Procedures. Each All Indemnification Claims under Section 8.2 of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party entitled intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure to provide such notice shall not result in a waiver of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be indemnified by included in the other Party (an “Indemnified Party”) pursuant to Section 8.1 amount of such Indemnification Claim), the settlement or 8.2 hereof shall give defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the other Party obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (an “Indemnifying Party”provided that such counsel is reasonably acceptable to Parent) promptly after such and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party has actual knowledge shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any threatened or asserted claim material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the reasonably requested. The Parent Indemnified Party may participate in such defense participate, through counsel of Parent’s own choosing and at such partyParent’s expense (unless (i) own expense, with the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Parent Indemnified Party, which law firm shall be subject to approval, such consent not to be unreasonably withheldwithheld or delayed, by the Indemnifying Party); and (b) The failure of enter into any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim settlement or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which that (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the claimant Person or plaintiff Persons asserting such claim to such Parent Indemnified Party of a an unconditional release from all liability in with respect to thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such claim or litigationParent Indemnified Party. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled (a) Promptly after the receipt by any party hereto of notice or upon any party becoming otherwise aware of (x) any claim or (y) the commencement of any action or proceeding, such party (the "Aggrieved Party") will, if a claim with respect thereto is to be indemnified by made against any party obligated to provide indemnification (the other Party (an “Indemnified "Indemnifying Party”") pursuant to this Section 8.1 14, give such Indemnifying Party written notice of such claim or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after commencement of such Indemnified Party has actual knowledge of any threatened action or asserted claim as to which indemnity may be sought, proceeding and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for from such claim. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within a reasonable time, but in no event more than thirty days after notice thereof shall have been given to the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved deemed a waiver by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement right to the extent that the failure to give notice did not result in harm to the Indemnifying Partydefend such action. (cb) No If the Indemnifying Party, in Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of the Indemnifying Party as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom (c) If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Aggrieved Party may defend against such claim or litigation in such manner as it may deem appropriate and, unless the Indemnifying Party shall deposit with the Aggrieved Party a sum equivalent to the total amount demanded in such claim or litigation, shallor shall deliver to the Aggrieved Party a surety bond or an irrevocable letter of credit in form and substance reasonably satisfactory to the Aggrieved Party, except the Aggrieved Party may settle such claim or litigation on such terms as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all reasonable expenses, including, without limitation, attorneys' fees, incurred by the Aggrieved Party in connection with the approval defense against or settlement of each Indemnified such claims or litigation. If no settlement of such claim or litigation is made, the Indemnifying Party which approval shall not be unreasonably withheld, consent to entry promptly reimburse the Aggrieved Party for the amount of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 rendered with respect to such claim or in such litigation and of all expenses, including, without limitation, attorneys' fees, incurred by the Aggrieved Party in the defense against such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party A party (the "Indemnitee") which intends to claim indemnification under this Section 13 shall notify the other party (the "Indemnitor") within a reasonable time in writing of any action, claim or liability in respect of which the Indemnitee believes it is entitled to be indemnified by claim indemnification, provided that the other Party (an “Indemnified Party”) pursuant failure to Section 8.1 or 8.2 hereof shall give timely notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of Indemnitor shall not release the Indemnitor from any threatened or asserted claim as liability to which indemnity may be soughtthe Indemnitee to the extent the Indemnitor is not prejudiced thereby. The Indemnitor shall have the right, and shall permit by notice to the Indemnifying Party Indemnitee, to assume the defense of any such action or claim within the fifteen (15) day period after the Indemnitor's receipt of notice of any action or any litigation resulting therefrom; provided: (a) That claim with counsel for of the Indemnifying Party, who shall conduct Indemnitor's choice and at the sole cost of the Indemnitor. If the Indemnitor does not so assume the defense of such claim or any litigation resulting therefromthird party claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) Indemnitee may assume such defense with reasonable counsel of its choice and at the Indemnified Party sole cost of the Indemnitor. If the Indemnitor so assumes such defense, the Indemnitee may participate in such defense at such party’s expense (unless (i) the employment of therein through counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to choice, but at the extent that sole cost of the failure to give notice did Indemnitee. The party not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in assuming the defense of any such claim or litigationshall render all reasonable assistance to the party assuming such defense, shall, except with and all reasonable out-of-pocket costs of such assistance shall be for the approval account of each Indemnified Party which approval the Indemnitor. No such claim shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or settled other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving than by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or party defending the claim in question as an Indemnifying Party may reasonably request in writing same, and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.then only with

Claims Procedures. Each Promptly upon a Party becoming aware of any Claim with respect to which it believes it is entitled to indemnification hereunder (or would be indemnified by entitled to indemnification hereunder but for the other application of the Aggregate Indemnification Threshold), a Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to notify the other Party from whom indemnification is sought (an the “Indemnifying Party”) promptly after in writing of the existence and nature of such Claim, the identity of any third party claimants and a description of the damages and the amount thereof relating to such Claim (the “Claim Notice”). Within 10 Business Days of receipt of a Claim Notice, the Indemnifying Party will provide written notice to the Indemnified Party has actual knowledge that it accepts, contests or rejects the Claims identified in such Claim Notice. Any failure of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any provide such claim or any litigation resulting therefrom; provided: (a) That counsel for the notice within such time period shall be deemed to be a rejection by such Indemnifying Party, who shall conduct the defense Party of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) Claim and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between its responsibility for same. If the Indemnifying Party and accepts the Indemnified Party Claims identified in the defense of such actionClaim Notice, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses Indemnified Party the full amount of one law firm serving any amounts claimed no later than 10 Business Days after the Indemnifying Party responds to the Claim Notice. Subject to the limitations pursuant to Section 7.3 or Section 7.4, as counsel applicable, the Indemnified Party shall be responsible for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by defense of any Claim unless the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent , upon reasonable notice, requests that the failure to give notice did not result in harm defense of a Claim be tendered to the Indemnifying Party. . If (ci) No Indemnifying Party, in the defense of any a Claim is so tendered and within 10 Business Days thereafter such claim or litigation, shall, except with tender is accepted by the approval of each Indemnified Indemnifying Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against on the terms proposed by the Indemnified Party; or (ii) within 10 Business Days after the date on which the Claim Notice has been given pursuant to this Section 7.6, the Indemnifying Party shall acknowledge in writing to the Indemnified Party its obligation to provide an indemnity and assume the defense of the Claim, then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Claim. The Indemnified Party shall have the right to be represented by counsel at the Indemnified Party’s expense, subject to the limitations hereof, in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Claim if, after notice from the Indemnified Party concerning failure to diligently contest and defend the Claim, the Indemnifying Party shall fail to thereafter diligently contest and defend the Claim. So long as the Indemnifying Party has not lost its right or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided, that at least five Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnified Party shall have consented thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to the applicable limitations in this Article VII, including the Indemnity Cap, all reasonable expenses (including without limitation reasonable attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. Notwithstanding the foregoing, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (w) enter into a settlement or other similar agreement that prejudices the rights of the Indemnified Party, (x) enter into any settlement that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect to of such claim or litigation. , (dy) Each enter into any settlement that attributes by its terms liability or wrongdoing to the Indemnified Party or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article VII or any other provision hereof shall relieve it of such obligations to the extent they exist. If the Indemnifying Party fails to accept a tender of, or assume, the defense of a Claim pursuant to this Section 7.6, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Claim or if there is a legal conflict, the Indemnified Party shall furnish have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such information regarding itself Claim, and may settle such Claim, either before or after the claim initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided, that the Indemnified Party will not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party so contests, defends, litigates or settles a Claim for which it is entitled to indemnification hereunder as hereinabove provided, then, subject to the applicable limitations in question as an this Article VII, including the Indemnity Cap, the Indemnified Party shall be reimbursed by the Indemnifying Party may reasonably request in writing for the reasonable attorneys’ fees and shall be reasonably required in connection with other expenses of defending, contesting, litigating and/or settling the defense Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of such claim itemized bills for said attorneys’ fees and litigation resulting therefromother expenses.

Claims Procedures. Each Party entitled (a) Subject to be indemnified by Section 11.4 with respect to Third Person Claims and Section 11.5 with respect to Indemnifiable Proceedings, any party hereto seeking indemnification hereunder (the other Party (an “Indemnified Party”) shall deliver to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”), which shall be delivered promptly after the Indemnified Party acquires actual knowledge of the basis for a claim for indemnification hereunder and which shall describe in reasonable detail the facts giving rise to such claim, and shall include in such Claim Notice (if then known) the amount, or the method of computation of the amount, of such claim and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that the failure or delay of the Indemnified Party to provide a Claim Notice promptly to the Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially prejudiced by such failure. (b) After the timely delivery of any Claim Notice pursuant to Section 8.1 or 8.2 hereof shall give notice 11.3(a), the amount of indemnification to the other Party (which an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved entitled under this Article XI shall be determined (i) by the written agreement between the Indemnified Party and the Indemnitor, (whose approval shall not unreasonably be withheldii) and by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnified Party may participate and the Indemnitor shall agree in such defense at such party’s expense (unless (i) writing. The judgment or decree of a court shall be deemed final when the employment of counsel by such Indemnified Party has time for appeal, if any, shall have expired and no appeal shall have been authorized by the Indemnifying Party; taken or (ii) the when all appeals taken shall have been finally determined. The Indemnified Party shall have reasonably concluded that there may be a conflict the burden of interest between proof in establishing the Indemnifying Party amount of Losses and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, Expenses suffered by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Partyit. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Indemnified Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give to Nelnet prompt written notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted actual claim as that could reasonably be deemed to which indemnity may be soughtpotentially become an Indemnified Claim, setting forth in detail all facts in connection with such claim. Nelnet shall defend and direct the defense against any Indemnified Claims, in the name of the Indemnified Party, at the expense of Nelnet, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That with counsel for the Indemnifying Partyselected by Nelnet. Nelnet shall, who shall conduct the defense of such claim or any litigation resulting therefromat its expense, shall be approved by keep the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate Parties informed in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party all reasonable respects in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm Claims. The Indemnified Parties shall be subject have the right to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, participate in the defense of the Indemnified Claims with counsel employed at their own expense. The Indemnified Parties shall not make any filings, communicate with third parties regarding the Indemnified Claims, or attempt to settle the Indemnified Claims without the prior written consent of Nelnet. Nelnet shall have the right to settle the Indemnified Claims without consent of the Indemnified Parties, if such claim settlement (x) involves only the payment of money which Nelnet pays itself or litigationsatisfies with insurance proceeds or any combination thereof, shall, except with and (y) includes a full unconditional general release of the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent from the claimant(s) with respect to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; Claims. Notwithstanding anything to the contrary set forth herein, the Indemnified Parties shall furnish any reasonable oral and/or written apology or (iistatement to the claimant(s) 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 with respect to such claim the Indemnified Claims as Nelnet may deem necessary or litigation. (d) Each helpful in settling the Indemnified Party Claims, if requested by Nelnet. The Indemnified Parties shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing forward to Nelnet immediately upon receipt copies of all pleadings and shall be reasonably required communications received in connection with the Indemnified Claims, the Indemnified Parties shall at their expense, cooperate fully and in all respects with Nelnet in defending the Indemnified Claims and preparing the defense of with respect to the Indemnified Claims and the Indemnified Parties shall make available their employees and personnel as Nelnet may deem necessary or helpful in such claim and litigation resulting therefromdefense.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 12.1 or 8.2 12.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim or demand as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or demand or any litigation resulting therefrom; providedprovided that: (a) That counsel Counsel for the Indemnifying Party, who shall conduct the defense of such claim claim, demand or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such partyParty’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the all Indemnified PartyParties, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.; (c) No Indemnifying Party, in the defense of any such claim claim. demand or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation.. The Indemnified Party shall have no right to settle or compromise any such claim, demand or litigation without the Indemnifying Party’s prior written consent; and (d) Each Indemnified Party shall furnish such information and assistance regarding itself or the claim or demand in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and claim, demand or litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by In the other Party case of any Damages for which indemnification is sought hereunder, the party seeking indemnification (an the “Indemnified PartyIndemnitee”) pursuant to Section 8.1 or 8.2 hereof shall give notice to promptly notify the other Party party from whom indemnification is sought (an the “Indemnifying Party”) promptly after in writing of the existence and nature of such Indemnified Party has actual knowledge Damages, as well as the claim, demand, action or proceeding, if any, out of any threatened which the Damages arise (a “Claim”); provided, however, that no failure or asserted claim as to which indemnity may be sought, and delay by the Indemnitee in the performance of the foregoing shall permit reduce or otherwise affect the obligation of the Indemnifying Party to assume indemnify and hold the Indemnitee harmless, except to the extent the Indemnitee’s failure to give or delay in giving the required notice materially impairs the Indemnifying Party’s ability to indemnify, defend or mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failure to give or delay in giving the required notice. If such Damages arise out of a Claim by a third party, the Indemnitee must give the Indemnifying Party a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party’s sole cost and expense and with counsel of its own selection, and the Indemnifying Party shall pay any resulting settlements (including all associated Damages), satisfy any judgments or comply with any decrees; provided, further, however, that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee’s sole cost and expense so long as such participation occurs without hindering or impairing the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party. Notwithstanding the foregoing, who shall conduct without the defense prior written consent of such claim or any litigation resulting therefromthe Indemnitee, shall be approved by the Indemnified Indemnifying Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless compromise or settle any Claim if (i) the employment of counsel by such Indemnified Party has been authorized by terms thereof impose any liability or obligations on the Indemnifying Party; Indemnitee or (ii) the Indemnified terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to defend a Claim, the Indemnitee shall have reasonably concluded that there may the right, but not the obligation, and without waiving any rights against the Indemnifying Party, to undertake the defense of, and with the consent of the Indemnifying Party (such consent not to be a conflict withheld unreasonably), to compromise or settle the Claim on behalf, for the account, and at the risk and expense, of interest between the Indemnifying Party and shall be entitled to collect the Indemnified Party in the defense amount of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees any settlement or judgment or decree and all costs and expenses of one law firm serving as counsel for the Indemnified Party(including, which law firm shall be subject to approvalwithout limitation, not to be unreasonably withheld, by reasonable attorneys’ fees) in connection therewith from the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice . Except as provided herein in the preceding sentence, the Indemnitee shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Partycompromise or settle any Claim. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each (i) If any claim, action at law, or suit in equity is instituted by a current or former stockholder of Company against an Indemnified Party entitled with respect to be indemnified by the other which an Indemnified Party intends to claim indemnification for any Damages under paragraph (an “Indemnified Party”a) pursuant to of this Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after 8.02, such Indemnified Party has actual knowledge shall give written notice to Company of any threatened such claim, action or asserted claim suit with reasonable promptness. The failure to give the notice required by this paragraph (b) with reasonable promptness shall not relieve Company of its indemnification obligations hereunder except to the extent that Company is actually prejudiced as a result of the failure to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any give such claim or any litigation resulting therefrom; provided:notice. (aii) That The Indemnified Party shall have the right to conduct and control, through counsel for the Indemnifying Partyof its choosing, who shall conduct the defense of such claim third party action or any litigation resulting therefromsuit and shall do so in good faith; PROVIDED, shall be approved HOWEVER, that the engagement of such counsel by the Indemnified Party (whose shall be subject to the approval of the Board of Directors of Company, such approval not to be unreasonably withheld or delayed; PROVIDED, FURTHER, that Company may participate at its own expense, with counsel of its choosing, in the defense of such third party action or suit although such action or suit shall be controlled by the Indemnified Party. If the Indemnified Party does not unreasonably be withheld) notify Company that it is assuming the right to conduct and control the defense of such third party action or suit when it delivers the initial notice of the third party claim, Company shall have the right, at the expense of Company, to conduct and control, through counsel of its choosing, the defense of such third party action or suit and shall do so in good faith; PROVIDED, FURTHER, that the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment its own expense, with counsel of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party its choosing, in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm third party action or suit although such action or suit shall be subject to approval, not to be unreasonably withheld, controlled by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying PartyCompany. (ciii) No Indemnifying PartyThe Indemnified Party and Company shall cooperate with each other to the fullest extent possible in regard to all matters relating to the third-party claim, in including corrective actions required by applicable Law, assertion of defenses, the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto, access to the books and records of Company and its Subsidiaries, and, if necessary, providing the party controlling the defense of the third party claim and its counsel with any powers of attorney or other documents required to permit the party controlling the defense of the third party claim and its counsel to act on behalf of the other party. (iv) Neither the Indemnified Party nor Company shall settle any such third party claim or litigationwithout the consent of the other party, shall, except with the approval of each Indemnified Party which approval consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that if such settlement involves the payment of money only and the release of all claims and the Indemnified Party is completely indemnified therefore and nonetheless refuses to consent to entry such settlement, Company shall cease to be obligated for such third party claim. Any compromise or settlement of any judgment or enter into any settlement which the claim under this paragraph (ib) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not shall include as an unconditional term thereof the giving by the claimant or plaintiff in question to such Company and the Indemnified Party of a release from of all liability liabilities in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefromclaims.

Claims Procedures. Each Party party entitled to be indemnified by indemnification or contribution under this SECTION 6 (the other Party (an “"Indemnified Party”") pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party party required to provide indemnification or contribution (an “the "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity or contribution may be sought, and shall permit provided that the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that unless the failure to give such notice did is materially prejudicial to an Indemnifying Party's ability to defend such action, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not result unreasonably be withheld), and the Indemnified Party may participate in harm such defense at such party's expense, and provided further, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are materially different from or additional to those available to the Indemnifying Party. , the Indemnified Party or Parties shall have the right to select separate counsel to assert such legal defenses (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party or parties). Upon the permitted assumption by the Indemnifying Party of the defense of such action, and approval by the Indemnified Party of counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this SECTION 6.4 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation) unless (a) the Indemnified Party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, (b) the Indemnifying Party shall not have employed counsel satisfactory to the indemnified party to represent the Indemnified Party within a reasonable time, or (c) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval consent of each Indemnified Party which approval (whose consent shall not be unreasonably withheld, consent withheld),consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 5.6(a) or 8.2 (b) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; there from, provided: (ai) That that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromthere from, shall be approved by the Indemnified Party (whose which approval shall not be unreasonably be withheld) ), and the Indemnified Party may participate in such defense at such partyIndemnified Party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (bii) The the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the such failure to give notice did not result in harm prejudice to the Indemnifying Party or the Indemnifying Party.’s insurer; (ciii) No the Indemnifying Party, in the defense of any such claim or litigation, shallshall not, except with the approval of each the Indemnified Party (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which which, (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation.; and (div) Each the Indemnified Party shall furnish such information regarding itself or the claim in question as an the Indemnifying Party may reasonably request in writing writing, and shall be reasonably required in connection with the defense of such claim and or litigation resulting therefromthere from.

Claims Procedures. (a) Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 10.1 or 8.2 hereof 10.2 shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that: (ai) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheldwithheld or delayed) and the Indemnified Party may participate in such defense at such partythe Indemnified Party’s expense expense. However, if either of the following are true: (unless (iA) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (iiB) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases then the Indemnifying Party shall pay the reasonable fees and expenses of one additional law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheldwithheld or delayed, by the Indemnifying Party); and; (bii) The the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.; and (ciii) No no Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which which: (iA) would result in injunctive or other relief being imposed against the Indemnified Party; or (iiB) 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 claim or litigation. (db) Each In the event an Indemnifying Party elects to assume the defense of any claim or litigation in accordance with Section 10.3(a) above, each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party A person or entity entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 14.1 or 8.2 14.2 hereof shall give written notice to the other Party (an “the "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedprovided that: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the such failure to give notice did not result in harm prejudice to the Indemnifying Party or the Indemnifying Party.'s insurer; (cb) No the Indemnifying Party, in the defense of any such claim or litigationClaim, shallshall not, except with the approval of each the Indemnified Party (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation.; and (dc) Each the Indemnified Party shall furnish such information regarding itself or the claim in question as an the Indemnifying Party may reasonably request in writing writing, and shall be reasonably required in connection with the defense of such claim and or litigation resulting therefrom.

Claims Procedures. Each Party Promptly upon a party becoming aware of any Claim with respect to which it believes it is entitled to be indemnified by indemnification hereunder, whether under this Section 3.3, Section 7.7, or the other Party provisions hereof, such party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to notify the other Party party (an the “Indemnifying Party”) promptly after in writing of the existence and nature of such Claim, the identity of any third party claimants and a description of the damages and the amount thereof relating to such Claim (the “Claim Notice”). The Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may shall be sought, and shall permit the Indemnifying Party to assume responsible for the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for Claim unless the Indemnifying Party, who shall conduct upon reasonable notice, requests that the defense of such claim or any litigation resulting therefrom, shall a Claim be approved by tendered to the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless Indemnifying Party. If: (i) the employment defense of counsel by a Claim is so tendered and within ten (10) Business Days thereafter such Indemnified Party has been authorized tender is accepted by the Indemnifying Party; or or (ii) within ten (10) Business Days after the date on which the Claim Notice has been given pursuant to this Section 3.3(d), the Indemnifying Party shall acknowledge in writing to the Indemnified Party its obligation to provide an indemnity as provided in this Section 3.3 and assume the defense of the Claim; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Claim. The Indemnified Party shall have the right to be represented by counsel at the Indemnified Party’s expense, subject to the limitations hereof, in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Claim if it shall fail to diligently contest and defend the Claim after written notice or demand by the Indemnified Party. So long as the Indemnifying Party has not lost its right and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided, that at least five (5) Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Partyconsented thereto, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval consent shall not be unreasonably withheld, consent conditioned or delayed. All expenses (including without limitation attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party; provided that if the Indemnifying Party is the Seller, such expenses shall be paid or reimbursed to entry the Indemnified Party solely out of the Indemnity Amount and the Seller will have no obligation hereunder in excess of such amount. Notwithstanding the foregoing, in connection with any judgment or settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (x) enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a full and complete release from all liability in respect to of such claim or litigation. , (dy) Each enter into any settlement that attributes by its terms liability or wrongdoing to the Indemnified Party or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Section 3.3 shall relieve it of such obligations to the extent they exist. If the Indemnifying Party fails to accept a tender of, or assume, the defense of a Claim pursuant to this Section 3.3(d), or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Claim or if there is a legal conflict, the Indemnified Party shall furnish have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such information regarding itself Claim, and may settle such Claim, either before or after the claim in question initiation of litigation, at such time and upon such terms as an the Indemnified Party deems fair and reasonable; provided, that, the Indemnified Party will not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If, pursuant to this Section 3.3, the Indemnified Party so contests, defends, litigates or settles a Claim for which it is entitled to indemnification hereunder as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party may reasonably request in writing for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses; provided that if the Indemnifying Party is the Seller and the matter relates to a matter subject to indemnity by Seller pursuant to clause (a) of Section 3.3(b) (other than a breach of Sections 5.1(a), 5.1(b), 5.1(c) or 5.1(d) hereof), such expenses shall be reasonably required reimbursable to the Indemnified Party solely out of the Indemnity Amount and the Seller will have no obligation hereunder in connection with the defense excess of such claim and litigation resulting therefromamount.

Claims Procedures. Each Party entitled to be indemnified by (a) If a party seeks indemnification for Damages hereunder, the other Party party seeking indemnification (an the “Indemnified PartyIndemnitee”) pursuant to Section 8.1 or 8.2 hereof shall give notice to promptly notify the other Party party from whom indemnification is sought (an the “Indemnifying Party”) promptly after in writing of the existence and nature of such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be soughtDamages (a “Claim”), and shall permit include in the Claim a reasonably detailed description of all related claims, demands, actions or proceedings, if any, out of which the Damages arise; provided, however, that so long as a Claim is delivered within the applicable Survival Period, failure or delay by the Indemnitee to deliver a Claim in compliance with this provision shall only reduce the obligation of the Indemnifying Party to assume the defense of any extent that such claim or any litigation resulting therefrom; provided: (a) That counsel for failure impairs the Indemnifying Party’s ability to defend the claim or mitigate Damages, who in which case the Indemnifying Party shall conduct have no obligation to indemnify the defense Indemnitee to the extent of Damages, caused by such failure. (b) In the event of a Claim related to a claim by a third party, the Indemnifying Party may elect to retain counsel of its choice to represent the Indemnitee in connection with such Claim and shall pay the fees, charges and disbursements of such claim or any litigation resulting therefromcounsel. The Indemnitee may participate, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) at its own expense and the Indemnified Party may participate in such defense at such party’s expense (unless through legal counsel of its choice, provided that (i) the employment Indemnifying Party may elect to control the defense of counsel by the Indemnitee in connection with such Indemnified Party has been authorized by the Indemnifying Party; or Claim and (ii) the Indemnified Indemnitee and their counsel shall cooperate with the Indemnifying Party and its counsel in connection with such Claim. The Indemnifying Party shall have reasonably concluded that there may not settle any such Proceeding without the relevant Indemnitees’ prior written consent (which shall not be a conflict unreasonably withheld), unless the terms of interest such settlement provide for no relief other than the payment of monetary damages. Notwithstanding the foregoing, if the Indemnifying Party elects not to retain counsel and assume control of such defense or if both the Indemnifying Party and any Indemnitee are parties to or subjects of such proceeding and conflicts of interests exist between the Indemnifying Party and such Indemnitee, then the Indemnified Party in the defense of such action, in each of which cases Indemnitee shall retain counsel reasonably acceptable to the Indemnifying Party shall pay in connection with such proceeding and assume control of the reasonable fees defense in connection therewith, and expenses the fees, charges and disbursements of no more than one law firm serving as such counsel for per jurisdiction selected by the Indemnified Party, which law firm Indemnitee shall be subject to approval, not to be unreasonably withheld, reimbursed by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No If the Indemnifying Party shall, within a reasonable time after said notice, fail to defend, the Indemnitee shall have the right, but not the obligation, and without waiving any rights against the Indemnifying Party, in to undertake the defense of, and with the consent of the Indemnifying Party (such consent not to be withheld unreasonably), to compromise or settle the Claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party and shall be entitled to collect the amount of any such claim settlement or litigationjudgment or decree and all costs and expenses (including, shallwithout limitation, except reasonable attorney’s fees) in connection therewith from the Indemnifying Party. Under no circumstances will the Indemnifying Party have any liability in connection with the approval any settlement of each Indemnified Party any Proceeding that is entered into without its prior written consent (which approval shall not be unreasonably withheld). Except as provided in this Section 9.6(c), consent to entry of the Indemnitee shall not compromise or settle any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigationClaim. (d) Each Indemnified Party From and after the delivery of a Claim, at the reasonable request of the Indemnifying Party, each Indemnitee shall furnish such information regarding itself or grant the claim in question as an Indemnifying Party may and its counsel, experts and representatives full access, during normal business hours, to the books, records, personnel and properties of the Indemnitee to the extent reasonably request in writing and related to the Claim at no cost to the Indemnifying Party. (e) If the Indemnitee or its Affiliates subsequently recover all or part of a third-party claim from any other Person legally obligated to pay the claim, the Indemnitee shall be reasonably required in connection with repay to the defense Indemnifying Party the amounts recovered up to an amount not exceeding the payment made by the Indemnifying Party to the Indemnitee by way of such claim and litigation resulting therefromindemnity.

Claims Procedures. Each (a) In the case of any claim for indemnification arising from a claim of a third party (a “Third Party Claim”), a Person entitled to be indemnified by the other Party indemnification under this Article VII (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give prompt written notice to the other Person(s) obligated to provide indemnification under Article VII with respect to such Third Party Claim (an “Indemnifying Party”) promptly after of any claim or demand of which such Indemnified Party has actual knowledge of any threatened or asserted claim and as to which indemnity it may be soughtrequest indemnification hereunder (a “Third Party Claim Notice”). The Third Party Claim Notice shall state in reasonable detail the facts and circumstances of the Third Party Claim, including the nature, basis and amount of such claim and the provisions in this Agreement that entitle the Indemnified Party to indemnification hereunder, and shall permit be accompanied by a copy of any writings received in respect of such Third Party Claim. If the Indemnifying Party does not receive a Third Party Claim Notice within thirty (30) days after the date of the receipt by the Indemnified Party or any of its Affiliates of notice of, or of the Indemnified Party or of any of its Affiliates otherwise becoming aware of, any Third Party Claim, the Indemnifying Party shall be relieved of liability hereunder in respect of such Third Party Claim (or the facts and circumstances giving rise thereto) solely to assume the extent that such Indemnifying Party is actually and materially prejudiced or harmed as a consequence of such failure (and, to such extent, all Losses resulting from such Third Party Claim shall thereafter be disregarded for purposes of determining whether the Deductible has been exceeded), and in any event the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party was overdue (i.e. more than thirty (30) days after becoming aware of a Third Party Claim) in giving, and had not given, such Third Party Claim Notice. (b) Each of the Indemnifying Parties shall have the right (and if it elects to exercise such right, to do so within twenty (20) days after receiving the Third Party Claim Notice from the Indemnified Party) to defend and to direct the defense of against any such claim Third Party Claim, in its name or any litigation resulting therefrom; provided: (a) That counsel for in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved and with counsel selected by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (Indemnifying Party, unless (i) the employment of counsel by Indemnifying Party shall not have taken any action to defend such Indemnified Third Party has been authorized by the Indemnifying Party; Claim within such twenty (20) day period, or (ii) the Indemnified Party shall have reasonably concluded that there may be is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim. Notwithstanding anything in this Agreement to the contrary, if the Indemnified Party is in control of the defense of such Third Party Claim, it shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such Third Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any Third Party Claim described in clause (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such Third Party Claim within such twenty (20) day period, the reasonable fees and disbursements of such Indemnified Party’s counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall have the right to settle any Third Party Claim, whether or not in control of the defense thereof, if such settlement (i) involves only the payment of money which the Indemnifying Party pays or satisfies with insurance proceeds or any combination thereof, (ii) includes a full general release of the Indemnified Party from the third party, and (iii) does not contain any admission of fault or culpability or a failure to act by or on behalf of such Indemnified Party. (c) In the event that an Indemnified Party determines that it has a claim for Losses against an Indemnifying Party hereunder (other than as a result of a Third Party Claim) (an “Interparty Claim”), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim, the section of this Agreement under which such claim arises and any other relevant facts and circumstances relating thereto (an “Interparty Claim Notice”). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Losses. The Indemnified Party and the Indemnifying Party shall negotiate in good faith for a thirty (30) day period beginning on the date the Indemnified Party provides an Interparty Claim Notice hereunder regarding the resolution of any disputed claims for Losses. If no resolution is reached with regard to such disputed Interparty Claim between the Indemnifying Party and the Indemnified Party within such thirty (30) day period, the Indemnified Party shall be entitled to seek appropriate remedies in accordance with the defense terms hereof. Notwithstanding anything herein to the contrary, in no event shall any Seller Indemnified Party or Buyer Indemnified Party be entitled to make any Interparty Claim for Losses against any Seller Indemnifying Party or Buyer Indemnifying Party, as applicable, related to Losses arising out of the failure to obtain any consent required by a Contract in connection with the transactions contemplated by this Agreement. If the Indemnifying Party does not receive a Interparty Claim Notice within thirty (30) days after the date the Indemnified Party or any of its Affiliates becomes aware of any Interparty Claim, the Indemnifying Party shall be relieved of liability hereunder in respect of such actionInterparty Claim (or the facts or circumstances giving rise thereto) solely to the extent that such Indemnifying Party is actually and materially prejudiced or harmed as a consequence of such failure (and, to such extent, all Losses resulting from such Interparty Claim shall thereafter be disregarded for purposes of determining whether the Deductible has been exceeded), and in each any event the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party was overdue (i.e., more than thirty (30) days after becoming aware of which cases an Interparty Claim) in giving, and had not given such Interparty Claim Notice. (d) Promptly following a final determination of the amount of any Losses claimed by the Indemnified Party by either (i) a final non-appealable decision, judgment or award rendered by a Governmental Body of competent jurisdiction or (ii) the mutual agreement by the Indemnified Party and Indemnifying Party, the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for such Losses to the Indemnified Party, which law firm shall be subject Party by wire transfer of immediately available funds to approval, not to be unreasonably withheld, an account designated by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof provided, however, that to the giving by extent the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and is the Seller, the Seller shall be reasonably required entitled to satisfy its indemnification obligations under this Article VII by reducing, dollar-for-dollar, the amount due to the Seller under the Note in connection accordance with the defense of such claim and litigation resulting therefromSection 7.6(b).

Claims Procedures. Each Party entitled to be indemnified In the case of any Damages for which indemnification is sought hereunder, the party seeking indemnification (the "Indemnitee") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the existence and nature of such Damages, as well as the claim, demand, action or proceeding, if any, out of which the Damages arise (a "Claim"); provided, however, that no failure or delay by the other Party (an “Indemnified Party”) pursuant to Section 8.1 Indemnitee in the performance of the foregoing shall reduce or 8.2 hereof shall give notice to otherwise affect the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge obligation of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume indemnify and hold the Indemnitee harmless, except to the extent the Indemnitee's failure to give or delay in giving the required notice materially impairs the Indemnifying Party's ability to indemnify, defend or mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failure to give or delay in giving the required notice. If such Damages arise out of a Claim by a third party, the Indemnitee must give the Indemnifying Party a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party's sole cost and expense and with counsel of its own selection, and the Indemnifying Party shall pay any resulting settlements (including all associated Damages), satisfy any judgments or comply with any decrees; provided, further, however, that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole cost and expense so long as such participation occurs without hindering or impairing the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party. Notwithstanding the foregoing, who shall conduct without the defense prior written consent of such claim or any litigation resulting therefromthe Indemnitee, shall be approved by the Indemnified Indemnifying Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless compromise or settle any Claim if (i) the employment of counsel by such Indemnified Party has been authorized by terms thereof impose any liability or obligations on the Indemnifying Party; Indemnitee or (ii) the Indemnified terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to defend, the Indemnitee shall have reasonably concluded that there may the right, but not the obligation, and without waiving any rights against the Indemnifying Party, to undertake the defense of, and with the consent of the Indemnifying Party (such consent not to be a conflict withheld unreasonably), to compromise or settle the Claim on behalf, for the account, and at the risk and expense, of interest between the Indemnifying Party and shall be entitled to collect the Indemnified Party in the defense amount of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees any settlement or judgment or decree and all costs and expenses of one law firm serving as counsel for the Indemnified Party(including, which law firm shall be subject to approvalwithout limitation, not to be unreasonably withheld, by reasonable attorneys' fees) in connection therewith from the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice . Except as provided herein in the preceding sentence, the Indemnitee shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Partycompromise or settle any Claim. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 7.3(a) or 8.2 (b) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; , provided: (ai) That that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromthere from, shall be approved by the Indemnified Party (whose which approval shall not be unreasonably be withheld) withheld or delayed), and the Indemnified Party may participate in such defense at such partyIndemnified Party’s expense (unless (iA) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (iiB) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm film serving as counsel for the Indemnified Party, which law firm film shall be subject to approval, not to be unreasonably withheldwithheld or delayed, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.;

Claims Procedures. Each Party entitled In order to be indemnified by the other Party (an “Indemnified Party”) Predix, pursuant to Section 8.1 or 8.2 hereof 7.1, CFFT shall give notice to the other Party (an “Indemnifying Party”) Predix promptly after such Indemnified Party CFFT has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party Predix to assume the defense of any such claim or any litigation resulting therefrom; provided: (aA) That that counsel for the Indemnifying PartyPredix, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by CFFT (the Indemnified Party (whose approval of which shall not unreasonably be withheld) and the Indemnified Party CFFT may participate in such defense at such party’s expense (its expense, unless (i) the employment of counsel by such Indemnified Party CFFT has been authorized by the Indemnifying PartyPredix; or (ii) the Indemnified Party shall have reasonably concluded that there may be is a conflict of interest between the Indemnifying Party that would prevent Predix and the Indemnified Party CFFT from being represented by a single law firm in the defense of such action, in each of which cases the Indemnifying Party instance Predix shall pay the reasonable fees and PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. EXECUTION COPY expenses of one law firm serving as counsel for the Indemnified PartyCFFT, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party)Predix; and (bB) The the failure of any Indemnified Party CFFT or its Affiliates to give notice as provided herein shall not relieve the Indemnifying Party Predix of its obligations under this Agreement to the extent that the failure to give notice did not result prejudices a defense that otherwise may have been available or increases the amount of the Loss or otherwise results in harm to the Indemnifying PartyPredix. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 13.1 or 8.2 13.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such partyParty’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) . The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) . No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) . Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party party entitled to be indemnified by indemnification or ----------------- contribution under this Section 6 (the other Party (an “"Indemnified Party”") pursuant to Section 8.1 or 8.2 hereof shall give notice to --------- the other Party party required to provide indemnification or contribution (an “the "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity or contribution may be sought, and shall permit provided that the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that unless the failure to give such notice did is materially prejudicial to an Indemnifying Party's ability to defend such action, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not result unreasonably be withheld), and the Indemnified Party may participate in harm such defense at such party's expense, and provided further, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are materially different from or additional to those available to the Indemnifying Party. , the Indemnified Party or Parties shall have the right to select separate counsel to assert such legal defenses (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party or parties). Upon the permitted assumption by the Indemnifying Party of the defense of such action, and approval by the Indemnified Party of counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.4 for any legal or other expenses subsequently incurred by ----------- such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation) unless (a) the Indemnified Party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, (b) the Indemnifying Party shall not have employed counsel satisfactory to the indemnified party to represent the Indemnified Party within a reasonable time, or (c) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval consent of each Indemnified Party which approval (whose consent shall not be unreasonably withheld, consent withheld),consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified Unless a different procedure is specified in Section 6.8, in the case of any Damages for which indemnification is sought hereunder, the party seeking indemnification (the "INDEMNITEE") shall promptly notify the party from whom indemnification is sought (the "INDEMNIFYING PARTY") in writing of the existence and nature of such Damages, as well as the claim, demand, action or proceeding, if any, out of which the Damages arise (a "CLAIM"); provided, however, that no failure or delay by the other Party (an “Indemnified Party”) pursuant to Section 8.1 Indemnitee in the performance of the foregoing shall reduce or 8.2 hereof shall give notice to otherwise affect the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge obligation of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume indemnify and hold the Indemnitee harmless, except to the extent the Indemnitee's failure to give or delay in giving the required notice materially impairs the Indemnifying Party's ability to indemnify or defend or to mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failure to give or delay in giving the required notice. If such Damages arise out of a Claim by a third person, the Indemnitee must give the Indemnifying Party a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party's sole cost and expense and with counsel of its own selection, and the Indemnifying Party shall pay any resulting settlements (including all associated Damages), satisfy any judgments or comply with any decrees; provided, further, however, that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole cost and expense so long as such participation occurs without hindering or impairing the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party. Notwithstanding the foregoing, who shall conduct without the defense prior written consent of such claim or any litigation resulting therefromthe Indemnitee, shall be approved by the Indemnified Indemnifying Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless compromise or settle any Claim if (i) the employment of counsel by such Indemnified Party has been authorized by terms thereof impose any liability or obligations on the Indemnifying Party; Indemnitee, or (ii) the Indemnified terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to defend, the Indemnitee shall have reasonably concluded that there may the right, but not the obligation, and without waiving any rights against the Indemnifying Party, to undertake the defense of, and with the consent of the Indemnifying Party (such consent not to be a conflict withheld unreasonably), to compromise or settle the Claim on behalf, for the account, and at the risk and expense, of interest between the Indemnifying Party and shall be entitled to collect the Indemnified Party in the defense amount of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees any settlement or judgment or decree and all costs and expenses of one law firm serving as counsel for the Indemnified Party(including, which law firm shall be subject to approvalwithout limitation, not to be unreasonably withheld, by reasonable attorney's fees) in connection therewith from the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice . Except as provided herein in the preceding sentence, the Indemnitee shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Partycompromise or settle any Claim. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each (a) Subject to Section 8.7 with respect to Third Party entitled to be indemnified by Claims, any party seeking indemnification hereunder (the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice deliver to the other Party purportedly obligated to provide indemnification to such Indemnified Party (an the “Indemnifying Party”) a written notice (a “Claim Notice”), which shall be delivered promptly after such the Indemnified Party has actual knowledge becomes aware of the basis for a claim for indemnification hereunder and which shall describe in reasonable detail the facts giving rise to such claim, shall include copies of any threatened or asserted claim as to which indemnity may be sought, material written evidence thereof and shall permit include in such Claim Notice the amount, or the method of computation of the amount, of Losses arising from such claim (if known or reasonably ascertainable) and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that the failure or delay of the Indemnified Party to provide a Claim Notice promptly to the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement hereunder except to the extent that the failure Indemnifying Party shall have been materially prejudiced by such failure. The Indemnifying Party shall have thirty (30) calendar days after its receipt of a Claim Notice to give notice did respond in writing to it by accepting such Claim Notice or objecting to such Claim Notice. If the Indemnifying Party does not result so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have accepted such claim, in harm which case the Indemnifying Party shall immediately pay such Losses to the Indemnified Party. If the Indemnifying Party fails to promptly pay such Losses, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (b) After the timely delivery of a response to a Claim Notice by the Indemnifying Party pursuant to Section 8.6, the amount of indemnification to which an Indemnified Party may be entitled under this Article VIII shall be determined (i) by a written agreement between the Indemnified Party and the Indemnifying Party, (ii) by any other means to which the Indemnified Party and the Indemnifying Party shall mutually agree or (iii) by legal action. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving Any Losses incurred by the claimant or plaintiff Buyer Indemnified Parties that are subject to such Indemnified Party indemnification by the Sellers pursuant to this Article VIII shall be effected, at the sole option of a release from all liability the Sellers, first, by reducing the then-outstanding aggregate principal balance of the Seller Notes in respect an amount equal to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself the amount of indemnifiable Losses as of the date of determination and, second, if the then-outstanding aggregate principal balance of the Seller Notes is zero or the claim Sellers otherwise determine, by wire transfer of immediately available funds from or on behalf of the Sellers to an account designated by B▇▇▇▇ in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Claims Procedures. Each Party entitled to be indemnified Unless a different procedure is specified in Section 6.7 or 6.8, in the case of any Damages for which indemnification is sought hereunder, the party seeking indemnification (the "Indemnitee") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the existence and nature of such Damages, as well as the claim, demand, action or proceeding, if any, out of which the Damages arise (a "Claim"); provided, however, that no failure or delay by the other Party (an “Indemnified Party”) pursuant to Section 8.1 Indemnitee in the performance of the foregoing shall reduce or 8.2 hereof shall give notice to otherwise affect the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge obligation of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume indemnify and hold the Indemnitee harmless, except to the extent the Indemnitee's failure to give or delay in giving the required notice materially impairs the Indemnifying Party's ability to indemnify or defend or to mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failure to give or delay in giving the required notice. If such Damages arise out of a Claim by a third person, the Indemnitee must give the Indemnifying Party a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party's sole cost and expense and with counsel of its own selection, and the Indemnifying Party shall pay any resulting settlements (including all associated Damages), satisfy any judgments or comply with any decrees; provided, further, however, that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole cost and expense so long as such participation occurs without hindering or impairing the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party. Notwithstanding the foregoing, who shall conduct without the defense prior written consent of such claim or any litigation resulting therefromthe Indemnitee, shall be approved by the Indemnified Indemnifying Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless compromise or settle any Claim if (i) the employment of counsel by such Indemnified Party has been authorized by terms thereof impose any liability or obligations on the Indemnifying Party; Indemnitee, or (ii) the Indemnified terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to defend, the Indemnitee shall have reasonably concluded that there may the right, but not the obligation, and without waiving any rights against the Indemnifying Party, to undertake the defense of, and with the consent of the Indemnifying Party (such consent not to be a conflict withheld unreasonably), to compromise or settle the Claim on behalf, for the account, and at the risk and expense, of interest between the Indemnifying Party and shall be entitled to collect the Indemnified Party in the defense amount of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees any settlement or judgment or decree and all costs and expenses of one law firm serving as counsel for the Indemnified Party(including, which law firm shall be subject to approvalwithout limitation, not to be unreasonably withheld, by reasonable attorney's fees) in connection therewith from the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice . Except as provided herein in the preceding sentence, the Indemnitee shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Partycompromise or settle any Claim. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party A party (the "INDEMNITEE") which intends to claim indemnification under this Section 13 shall notify the other party (the "INDEMNITOR") within a reasonable time in writing of any action, claim or liability in respect of which the indemnitee believes it is entitled to be indemnified by claim indemnification, provided that the other Party (an “Indemnified Party”) pursuant failure to Section 8.1 or 8.2 hereof shall give timely notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of indemnitor shall not release the indemnitor from any threatened or asserted claim as liability to which indemnity may be soughtthe indemnitee to the extent the indemnitor is not prejudiced thereby. The indemnitor shall have the right, and shall permit by notice to the Indemnifying Party indemnitee, to assume the defense of any such action or claim within the fifteen (15) day period after the indemnitor's receipt of notice of any action or any litigation resulting therefrom; provided: (a) That claim with counsel for of the Indemnifying Party, who shall conduct indemnitor's choice and at the sole cost of the indemnitor. If the indemnitor does not so assume the defense of such claim or any litigation resulting therefromthird party claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) indemnitee may assume such defense with counsel of its choice and at the Indemnified Party sole cost of the indemnitor. If the indemnitor so assumes such defense, the indemnitee may participate in such defense at such party’s expense (unless (i) the employment of therein through counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to choice, but at the extent that sole cost of the failure to give notice did indemnitee. The party not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in assuming the defense of any such claim or litigationshall render all reasonable assistance to the party assuming such defense, shalland all reasonable out-of-pocket costs of such assistance shall be for the account of the indemnitor. No such claim shall be settled other than by the party defending the same, except and then only with the approval consent of each Indemnified Party the other party which approval shall not be unreasonably withheld, ; provided that the indemnitee shall have no obligation to consent to entry any settlement of any judgment such action or enter into claim which imposes on the indemnitee any liability or obligation which cannot be assumed and performed in full by the indemnitor, and the indemnitee shall have no right to withhold its consent to any settlement which (i) would result in injunctive of any such action or other relief being imposed against claim if the Indemnified Party; or (ii) does not include as an unconditional term thereof settlement involves only the giving payment of money by the claimant indemnitor or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationits insurer. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 12.1 or 8.2 12.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s Party's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and. (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each (a) In the case of any claim for indemnification arising from a claim of a third party (a “Third Party Claim”), a Person entitled to be indemnified by the other Party indemnification under this ARTICLE IX (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give prompt written notice to the other Person(s) obligated to provide indemnification under this ARTICLE IX with respect to such Third Party Claim (an “Indemnifying Party”) promptly after of any claim or demand of which such Indemnified Party has actual knowledge of any threatened or asserted claim and as to which indemnity it may be soughtrequest indemnification hereunder; provided, and however, that failure to give such notification shall permit not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if they elect to assume exercise such right, to do so within twenty (20) days after receiving notice from the Indemnified Party) to defend and to direct the defense of against any such claim Third Party Claim, in its/their, as the case may be, name or any litigation resulting therefrom; provided: (a) That counsel for in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved and with counsel selected by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (Indemnifying Party, unless (i) the employment of counsel by Indemnifying Party shall not have taken any action to defend such Third Party Claim within such twenty (20) day period, (ii) such Third Party Claim seeks an order, injunction or other equitable reflect against the Indemnified Party has been authorized by the Indemnifying Party; , or (iiiii) the Indemnified Party shall have reasonably concluded that (A) there may be is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim or (B) the Indemnified Party has one or more material defenses not available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim unless it has acknowledged and agreed in a separate writing, in form and substance satisfactory to the Indemnified Party, that it assumes the obligation to and shall satisfy, without reservation, set-off or other defense, any Loss incurred by such Indemnified Party from such Third Party Claim. Notwithstanding anything in this Agreement to the contrary, if the Indemnified Party is in control of the defense of such Third Party Claim, it shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such Third Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any Third Party Claim described in clause (A) or (B) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such Third Party Claim within such twenty (20) day period, the reasonable fees and disbursements of such Indemnified Party’s counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. (b) In the event that an Indemnified Party determines that it has a claim for Losses against the Indemnifying Party hereunder (other than as a result of a Third Party Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim and any relevant facts and circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Losses. The Indemnified Party and the Indemnifying Party shall negotiate in good faith for a twenty (20) day period beginning on the date the Indemnified Party provides notice hereunder regarding the resolution of any disputed claims for Losses. If no resolution is reached with regard to such disputed claim between the Indemnifying Party and the Indemnified Party within such twenty (20) day period, the Indemnified Party shall be entitled to seek appropriate remedies in accordance with the defense terms hereof. Promptly following the final determination of such actionthe amount of any Losses claimed by the Indemnified Party, in each of which cases the Indemnifying Party shall pay such Losses to the reasonable fees and expenses Indemnified Party by wire transfer or check made payable to the order of one law firm serving as counsel for the Indemnified Party. In the event that the Indemnified Party is required to institute legal proceedings in order to recover Losses hereunder, which law firm the cost of such proceedings (including, without limitation, costs of investigation and reasonable attorneys’ fees and disbursements) shall be subject added to approval, not the amount of Losses payable to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve if the Indemnifying Indemnified Party of its obligations under this Agreement to the extent that the failure to give notice did not result recovers Losses in harm to the Indemnifying Partysuch proceedings. (c) No To the extent that the undertaking to indemnify, pay and hold harmless set forth in this ARTICLE IX may be unenforceable with respect to any Losses because it violates any Law or public policy, the Indemnifying PartyParty shall contribute the maximum portion which it is permitted to pay and satisfy under applicable Law, in to the defense payment and satisfaction of any all such claim or litigation, shall, except with Losses incurred by the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry or any of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 them with respect to such claim or litigationLosses. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Except with respect to Third Party entitled Claims covered by Section 10.5, the party to be indemnified by the other Party this Agreement who wishes to make a Indemnification Claim for Losses pursuant to this Article X (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give written notice to the other Party Seller or the Buyer, as applicable (an the “Indemnifying PartyIndemnitor”), promptly, and in any event no later than thirty (30) promptly days after such Indemnified Party has actual it acquires knowledge of any threatened the fact, event or asserted circumstances giving rise to the claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying PartyLosses, who shall conduct but the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein in this Section 10.4 shall not relieve the Indemnifying Party Indemnitor of its obligations under this Agreement Article X, except to the extent that the such Indemnitor is materially prejudiced by such failure to give notice. Such written notice did shall specify in reasonable detail the factual basis of such claim, state the amount of Losses (or if not result in harm known, a good faith estimate of the amount of Losses) and the method of computation thereof and contain a reference to the Indemnifying Party. provision of this Agreement in respect of which such claim arises. Promptly after written notice of a claim has been provided as set forth above (cand in no event later than thirty (30) No Indemnifying days after the Indemnified Party acquires knowledge of the fact, event or circumstances giving rise to a claim for Losses), the Indemnified Party shall supply the Indemnitor with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the Losses that it asserts it has sustained or incurred, and will permit the Indemnitor to inspect such other records and books in the possession of the Indemnified Party, and will allow reasonable access, to relevant personnel, auditors and other Representatives (subject to customary exceptions for legal privilege), in each case relating to the defense claim and asserted Losses as the Indemnitor shall reasonably request. The Indemnitor shall have a period of any thirty (30) days after receipt by the Indemnitor of such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent notice and such evidence to entry of any judgment or enter into any settlement which either (i) would result in injunctive or other relief being imposed against agree to the payment of the Losses to the Indemnified Party; Party or (ii) contest the payment of the Losses. If the Indemnitor does not include as an unconditional term thereof agree to or contests the giving by payment of the claimant or plaintiff Losses within such 30-day period, then the Indemnitor shall be deemed not to have accepted the Losses and the Parties shall negotiate in good faith to seek a resolution of such dispute. If the Indemnitor agrees to the payment of the Losses within such 30-day period in accordance with the second preceding sentence, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnified Party the amount of a release from all liability in respect the Losses that is payable pursuant to, and subject to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.limitations set forth in, this Article X.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 10.1 or 8.2 10.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s Party's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and. (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 12.1 or 8.2 12.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim or demand as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or demand or any litigation resulting therefrom; providedprovided that: (a) That counsel Counsel for the Indemnifying Party, who shall conduct the defense of such claim claim, demand or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such partyParty’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the all Indemnified PartyParties, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.; (c) No Indemnifying Party, in the defense of any such claim claim. demand or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does [***] Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 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 claim or litigation.. The Indemnified Party shall have no right to settle or compromise any such claim, demand or litigation without the Indemnifying Party’s prior written consent; and (d) Each Indemnified Party shall furnish such information and assistance regarding itself or the claim or demand in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and claim, demand or litigation resulting therefrom.

Claims Procedures. Each If an Indemnified Party entitled becomes aware of any fact, matter or circumstance that may give rise to be indemnified by a claim for indemnification under this ARTICLE IV, the other Indemnified Party shall give prompt written notice (an “Indemnified PartyClaim Notice”) pursuant thereof to Section 8.1 the Indemnifying Party. The Indemnifying Party may elect to direct the defense or 8.2 hereof shall give settlement of any such claim by giving prompt written notice to the other Party (Indemnified Party; provided, however, that an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party shall not have the right to assume and control the defense of any such criminal or regulatory action or claim, any claim seeking non-monetary remedies, or any litigation resulting therefrom; provided: (a) That claim where the portion of the claim for which the Indemnified Party would not be indemnified is reasonably likely to exceed the portion of the claim for which it would be indemnified. If the Indemnifying Party elects to direct the defense or settlement of any claim, it will have the right to employ counsel for reasonably acceptable to the Indemnified Party to defend any such claim, or to compromise, settle or otherwise dispose of the same, if the Indemnifying Party deems it advisable to do so, all at the expense of the Indemnifying Party; provided that the Indemnifying Party will not settle, who shall conduct or consent to any entry of judgment in, any proceeding relating to the defense claim (“Proceeding”) without obtaining either: (i) an unconditional release of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably from all liability with respect to all claims underlying such claim in an arrangement where the only relief consists solely of monetary damages to be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized paid entirely by the Indemnifying PartyParty (or a liability insurer thereof) ; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict prior written consent of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, conditioned or delayed. An Indemnified Party will not settle or consent to any entry of judgment in any judgment Proceeding without obtaining the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such delayed. The Indemnified Party of a release from all liability in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or and the claim in question as an Indemnifying Party may will fully cooperate with each other in any such Proceeding and will make available to each other any books or records to the extent reasonably request in writing and shall be reasonably required in connection with necessary for the defense of any such claim and litigation resulting therefromProceeding.

Claims Procedures. Each Party entitled (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim by a third party or circumstances which, with the lapse of time, such indemnified Person believes are likely to be give rise to a Claim by a third party or of facts causing any indemnified by the other Party Person to believe it has a Claim for breach hereunder (an “Indemnified PartyAsserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) pursuant to the indemnifying Person. So long as the Claims Notice is given within the applicable survival period set forth in Section 8.1 10.01, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or 8.2 hereof liability hereunder, except to the extent such failure shall give have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered, the specific provisions of this Agreement that were breached and the relevant specific facts and circumstances constituting such breach. The indemnified Person and the indemnifying Person shall keep each other reasonably apprised of any additional information concerning any Asserted Liability. (b) So long as all of the Litigation Conditions remain satisfied, the indemnifying Person shall have the right to participate in the defense of any Asserted Liability arising from a third party action. Without limiting the foregoing, and provided that all of the Litigation Conditions remain satisfied, the indemnifying Person may deliver written notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnified Person to assume the defense of any an Asserted Liability arising from a third party action at the indemnifying Person’s sole cost and expense and by the indemnifying Person’s own counsel, and the indemnified Person shall use commercially reasonable efforts to cooperate in connection with such claim or any litigation resulting therefrom; provided: (a) That counsel for defense. In the Indemnifying Party, who shall conduct event that the indemnifying Person assumes the defense of such claim or any litigation resulting therefromAsserted Liability arising from a third party action in accordance with this Agreement, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheldthen, subject to Section 10.05(c) and so long as all of the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party Litigation Conditions remain satisfied, it shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such action in the defense name and on behalf of such actionthe indemnified Person. The indemnified Person shall have the right, in each of which cases the Indemnifying Party shall pay the reasonable fees at its own cost and expenses of one law firm serving as counsel for the Indemnified Partyexpense, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, participate in the defense of any Asserted Liability arising from a third party action with counsel selected by it subject to the indemnifying Person’s right to control the defense thereof; provided that such claim counsel is reasonably acceptable to the indemnifying Person. If the indemnifying Person elects not to compromise or litigationdefend such Asserted Liability arising from a third party action or fails to promptly notify the indemnified Person in writing of its election to defend as provided in this Agreement, shallthe indemnified Person may, except with the approval of each Indemnified Party which approval shall not be unreasonably withheldsubject to Section 10.05(c), consent to entry of pay, compromise, defend such action and seek indemnification for any judgment and all Losses based upon, arising from or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff relating to such Indemnified Party of a release from action. The parties shall cooperate with each other in all liability in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required reasonable respects in connection with the defense of any Asserted Liability arising from a third party action, including making available records relating to such claim action and litigation resulting therefromfurnishing, without expense (other than reimbursement of actual out-of-pocket expenses of third-parties) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such action. (c) Notwithstanding any other provision of this Agreement, the indemnifying Person shall not enter into settlement of any Asserted Liability arising from a third party action without the prior written consent of the indemnified Person (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 10.05(c). If a firm offer is made to settle an Asserted Liability arising from a third party action without leading to liability or the creation of a financial or other obligation on the part of the indemnified Person and provides for the unconditional release of the indemnified Person from all liabilities and obligations in connection with such action and the indemnifying Person desires to accept and agree to such offer, the indemnifying Person shall give written notice to that effect to the indemnified Person. If the indemnified Person fails to consent to such firm offer within ten days after its receipt of such notice, the indemnified Person may continue to contest or defend such Asserted Liability arising from a third party action and in such event, the maximum liability of the indemnifying Person as to such Asserted Liability arising from a third party action shall not exceed the amount of such settlement offer plus the reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees) expended by the indemnified Person prior to the indemnifying Person’s assumption of the defense of such Asserted Liability as contemplated in the second sentence of Section 10.05(b). If the indemnified Person fails to consent to such firm offer and also fails to assume defense of such Asserted Liability arising from a third party action, the indemnifying Person may settle such action upon the terms set forth in such firm offer to settle such action. If the indemnified Person has assumed the defense pursuant to Section 10.05(b), it shall not agree to any settlement without the written consent of the indemnifying Person (which consent shall not be unreasonably withheld or delayed). (d) Any Claim by an indemnified Person on account of a Loss which does not result from any Asserted Liability arising from a third party action shall be asserted by the indemnified Person giving the indemnifying Person prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the indemnifying Person of its indemnification obligations, except and only to the extent that the indemnifying Person forfeits rights or defenses by reason of such failure. Such notice by the indemnified Person shall describe the Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the indemnified Person. The indemnifying Person shall have 30 days after its receipt of such notice to respond in writing to such Claim. During such 30-day period, the indemnified Person shall allow the indemnifying Person and its professional advisors to investigate the matter or circumstance alleged to give rise to the Claim and whether and to what extent any amount is payable in respect of the Claim. If the indemnifying Person does not so respond within such 30-day period, the indemnifying Person shall be deemed to have rejected such Claim, in which case the indemnified Person shall be free to pursue such remedies as may be available to the indemnified Person on the terms and subject to the provisions of this Agreement.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 7.1 or 8.2 7.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to [/\#/\]CONFIDENTIAL TREATMENT REQUESTED assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s 's expense (unless unless: (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying PartyParty or materially compromise the defense of such claim. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement, except with the approval of each Indemnified Party (which approval shall not be unreasonably withheld), except a settlement which (i) would result in injunctive or other relief being imposed against imposes only a monetary obligation on the Indemnified Party; or (ii) does not include Indemnifying Party and which includes 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 claim or litigation.litigation by the claimant or plaintiff to the Indemnified Party. [/\#/\]CONFIDENTIAL TREATMENT REQUESTED (d) Each Indemnified Party shall furnish such information or reasonable assistance regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 7.1 or 8.2 7.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless unless: (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying PartyParty or materially compromise the defense of such claim. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement, except with the approval of each Indemnified Party (which approval shall not be unreasonably withheld), except a settlement which (i) would result in injunctive or other relief being imposed against imposes only a monetary obligation on the Indemnified Party; or (ii) does not include Indemnifying Party and which includes 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 claim or litigationlitigation by the claimant or plaintiff to the Indemnified Party. (d) Each Indemnified Party shall furnish such information or reasonable assistance regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.required

Claims Procedures. Each Party entitled Seller and Buyer each agrees to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give prompt written notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened claim against the party giving notice which might give rise to a claim by it against the other party hereto based upon the indemnity agreement contained in Sections 10.01 and 10.02 hereof, stating the nature and basis of the claim and the actual or asserted claim as estimated amount thereof. In the event any action, suit or proceeding is brought against Seller or Buyer with respect to which the other party hereto may have liability under the indemnity agreement contained in Sections 10.01 or 10.02 hereof, the indemnifying party shall have the right, at its sole cost and expense, to defend such action in the name and on behalf of the indemnified party and in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be sought, required in order to insure the proper and shall permit the Indemnifying Party to assume the adequate defense of any such action, suit or proceeding. The party hereto seeking indemnification hereunder shall not make any settlement of any claim which might give rise to liability to the other party hereto under the indemnity contained in Sections 10.01 or any litigation resulting therefrom; provided: (a) That counsel for 10.02 hereof without the Indemnifying Party, who shall conduct the defense written consent of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such other party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any consent such claim or litigation, shall, except with the approval of each Indemnified Party which approval other party covenants shall not be unreasonably withheld, consent . In any event the indemnifying party shall not be obligated to entry make any payment pursuant to this indemnity agreement until the aggregate amount of the indemnifying party's liability hereunder for all claims exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate. In no event shall Seller have any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed right of contribution against the Indemnified Party; or (ii) 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 Stations with respect to such claim or litigationany Losses. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 14.1 or 8.2 14.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; License, Development and Commercialization Agreement -- Confidential -- Page 26 provided: (a) : That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s 's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 11.1 or 8.2 Section 11.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume and have the sole control of the defense of any such claim or any litigation resulting therefrom; providedprovided that: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such partyParty’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party)expense; and (b) The the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No no Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party Party, which approval shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.. ​

Claims Procedures. Each Party entitled to be indemnified by (a) If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party (on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnified Party”) pursuant to Section 8.1 ), has suffered or 8.2 hereof incurred any Losses for which indemnification may be sought under this Article 6, the Indemnified Party shall give notice to so notify the other Party from whom indemnification is sought under this Article 6 (an the “Indemnifying Party”) promptly after in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6 (a “Third Party Claim”), such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit promptly notify the Indemnifying Party of such Third Party Claim and tender to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct Party the defense of such claim or any litigation resulting therefrom, shall be approved Third Party Claim. A failure by the an Indemnified Party (whose approval shall not unreasonably be withheld) to give notice and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in to tender the defense of such action, Third Party Claim in each a timely manner pursuant to this Section 6.2 shall not limit the obligation of which cases the Indemnifying Party shall pay under this Article 6, except to the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the extent such Indemnifying Party); andParty is actually prejudiced thereby. (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement will be entitled to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, participate in the defense of any such claim Third Party Claim that is the subject of a notice given by or litigation, shall, except with the approval on behalf of each any Indemnified Party which approval shall not be unreasonably withheldpursuant to Section 6.2(a). In addition, consent the Indemnifying Party will have the right to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed defend the Indemnified Party against the Indemnified Party; or (ii) does not include as an unconditional term thereof Third Party Claim with counsel of its choice reasonably satisfactory to the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. so long as (d) Each the Indemnifying Party gives written notice that they or it will defend the Third Party Claim to the Indemnified Party shall furnish such information regarding itself or within [**] days after the claim in question as an Indemnified Party has given notice of the Third Party Claim under Section 6.2(a) stating that the Indemnifying Party will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may reasonably request suffer resulting from, arising out of, relating to, in writing the nature of, or caused by the Third Party Claim, (e) the Third Party Claim involves only money damages and shall be reasonably required does not seek an injunction or other equitable relief, (f) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim and (g) the Third Party Claim does not relate to or otherwise arise in connection with any criminal action, suit, investigation or proceeding. (c) The Indemnifying Party will not consent to the entry of any Judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed) unless such claim Judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the general release of all Indemnified Parties and litigation resulting therefromits Affiliates from all liabilities arising or relating to, or in connection with, the Third Party Claim, and (iii) involves no finding or admission of any violation of law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party does not deliver the notice contemplated by Section 6.2(a), within [**] days after the Indemnified Party has given notice of the Third Party Claim pursuant to Section 6.2(a), or otherwise at any time fails to conduct the defense of the Third Party Claim diligently, the Indemnified Party may defend, and may consent to the entry of any Judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate following consultation with the Indemnifying Party in connection therewith. If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim diligently but any of the other conditions in Section 6.2(b) is or becomes unsatisfied, the Indemnified Party may defend, and may consent to the entry of any Judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed).

Claims Procedures. Each Party A person or entity entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 13.1 or 8.2 13.2 hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedprovided that: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the such failure to give notice did not result in harm prejudice to the Indemnifying Party or the Indemnifying Party.’s insurer; (cb) No the Indemnifying Party, in the defense of any such claim or litigationClaim, shallshall not, except with the approval of each the Indemnified Party (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation.; and (dc) Each the Indemnified Party shall furnish such information regarding itself or the claim in question as an the Indemnifying Party may reasonably request in writing writing, and shall be reasonably required in connection with the defense of such claim and or litigation resulting therefrom.

Claims Procedures. Each For all purposes of this ARTICLE 7: (a) ParentCo is the sole and exclusive Person authorized to act for and bring Liability Claims on behalf of the Indemnitees; and (b) the Representative is the sole and exclusive Person authorized to act for and defend against Liability Claims (including any such claims related to Third Party entitled to be indemnified Claims, as described below) brought by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:Indemnitees. (a) That counsel for At any time that the Indemnitee has or claims to have incurred Losses with respect to which the Indemnifying PartyParties are or may be required to provide indemnification under this Agreement (a “Liability Claim”), who shall conduct the defense ParentCo, on behalf of such claim Indemnitee shall deliver one or any litigation resulting therefrommore written notices of such Liability Claim (each, shall a “Claims Notice”) to the Representative. A Claims Notice will describe the Liability Claim to which it relates with reasonable specificity, indicate the amount (estimated, if necessary and to the extent reasonably feasible) of such Liability Claim that has been paid, suffered, sustained or accrued or is reasonably expected to be approved paid, suffered, sustained or accrued by the Indemnified Party Indemnitee (whose approval shall the “Claim Amount”). To the extent that the Claim Amount is not unreasonably be withheld) and determinable with reasonable certainty as of the Indemnified Party date of delivery of a Claims Notice, ParentCo, on behalf of such Indemnitee may participate deliver a Claims Notice stating the maximum amount that the Indemnitee in such defense at such party’s expense (unless (i) good faith estimates or anticipates that the employment Indemnitee may pay, suffer, sustain or accrue with respect to the Liability Claim; provided, however, that the provision of counsel by such Indemnified Party has been authorized an estimated or anticipated amount of Losses will not itself limit the Losses recoverable or recovered by the Indemnifying Party; Indemnitee. A failure by the Indemnitee (or (iiits representative) to give timely, complete or accurate notice as provided in this Section ‎7.3 will not affect the Indemnified Party shall have reasonably concluded that there may be a conflict rights or obligations of interest between the Indemnifying Party except and only to the Indemnified Party in the defense extent that, as a result of such actionfailure, in each of which cases the Indemnifying Party shall pay the reasonable fees Parties were directly and expenses materially damaged as a result of one law firm serving as counsel for the Indemnified Partysuch failure to give timely, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); andcomplete or accurate notice. (b) The failure Representative may, on behalf of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party Parties, object to all or any portion of its obligations under this Agreement a Liability Claim set forth in a Claims Notice by delivering written notice to ParentCo (an “Objection Notice”) by 5:00 p.m., Eastern Time, on the date that is the 10th Business Day after receipt by the Representative of the Claims Notice (the “Objection Dispute Deadline”). Such Objection Notice shall describe the grounds for such objection in reasonable detail and set forth the portion of the Claim Amount being disputed (or estimated, if necessary and to the extent reasonably feasible) or specify that the entire Claim Amount is being disputed. If an Objection Notice is not delivered by the Representative to ParentCo prior to the Objection Dispute Deadline, such failure to give notice did not result in harm so object shall, to the fullest extent permitted by applicable Law, be a final, binding and irrevocable acknowledgment by the Indemnifying PartyParties that the Indemnitee is entitled to be indemnified, defended and held harmless and reimbursed for the Losses set forth in the Claims Notice, in accordance with and subject to the provisions of, this ‎ARTICLE 7, and the Indemnitee shall be entitled to payment in the manner specified in Section 7.5. If an Objection Notice is delivered by the Representative, on behalf of the Indemnifying Parties, to ParentCo prior to the Objection Dispute Deadline, but such Objection Notice states that the Indemnifying Parties are obligated to indemnify, or admits liability, only with respect to a portion of the Losses claimed in the Claims Notice, the Indemnitee shall be entitled to be indemnified, defended and held harmless and reimbursed for the Losses set forth in the Claims Notice for which no objection was made, in accordance with and subject to the provisions of, this ARTICLE 7, and the Indemnitee shall be entitled to payment, in the manner specified in Section 7.5, of the amount of the portion of the Losses set forth in such Claims Notice to which no objection was made. (c) No If the Representative, on behalf of the Indemnifying PartyParties, delivers an Objection Notice to ParentCo, by the applicable Objection Dispute Deadline, ParentCo and the Representative shall attempt in good faith to agree upon the rights and obligations of the Indemnitee and Indemnifying Parties with respect to the subject of such Claims Notice. If ParentCo and the Representative should so agree, a memorandum or certificate setting forth such agreement will be prepared and signed by the ParentCo, on behalf of the Indemnitee, and the Representative, on behalf of the Indemnifying Parties, and the Indemnitee shall be entitled to payment in the defense of any manner specified in Section 7.5. If no such claim or litigationagreement can be reached after good-faith negotiation within 30 days after the applicable Objection Dispute Deadline, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself either ParentCo or the claim Representative may initiate proceedings to resolve such dispute in question as an accordance with Section 8.11. To the extent it is finally determined pursuant to Section 8.11 that Losses are recoverable from the Indemnifying Party may reasonably request in writing and Parties, the Indemnitee shall be reasonably required in connection with entitled to payment of the defense amount of such claim Losses in the manner specified in Section 8.11 and litigation resulting therefromsuch other damages awarded pursuant to Section 8.11.

Claims Procedures. Each Party entitled (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Legal Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to be give rise to a Claim or Legal Proceeding by a third party or of facts causing any indemnified by the other Party Person to believe it has a Claim for indemnification hereunder (an “Indemnified PartyAsserted Liability”), such indemnified Person will give prompt written notice thereof (the “Claim Notice”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the relevant indemnifying Person; provided that in any event, such indemnified Person will give the Claim Notice to the indemnifying Person no later than thirty (30) days after becoming aware of such Asserted Liability. As long as the Claim Notice is given in accordance with Section 9.4(c), the failure to so notify the indemnifying Person will not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure prejudices the indemnifying Person. The Claim Notice will describe the Asserted Liability in reasonable detail, and will indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge reasonably appraised of any threatened or asserted claim as additional information concerning any Asserted Liability. (b) As to which indemnity may be soughtan Asserted Liability arising from a third party action, and shall permit the Indemnifying Party indemnifying Person will be, subject to the limitations set forth in this Section 9.5, entitled to assume control of and appoint lead counsel for such defense only for as long as it conducts such defense with reasonable diligence. The indemnifying Person will keep the indemnified Persons advised of the status of such third party action and the defense thereof on a reasonably current basis and will consider in good faith the recommendations made by the indemnified Persons with respect thereto. If the indemnifying Person assumes the control of the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for third party action in accordance with the Indemnifying Partyprovisions of this Section 9.5, who shall conduct the defense of such claim or any litigation resulting therefrom, shall indemnified Person will be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may entitled to participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim third party action and to engage, at its expense, separate counsel of its choice for such purpose, it being understood, however, that the indemnifying Person will continue to control such defense; provided that notwithstanding the foregoing, the indemnifying Person will pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees) of the indemnified Persons if (x) the indemnified Person’s outside counsel will have reasonably concluded and advised in writing (with a copy to the indemnifying Person) that there are defenses available to such indemnified Person that are different from or litigationadditional to those available to the indemnifying Person, shallor (y) the indemnified Person’s outside counsel will have advised in writing (with a copy to the indemnifying Person) the indemnified Person that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the indemnifying Person and the indemnified Person. Notwithstanding the foregoing, except with the approval indemnifying Person will obtain the prior written consent of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter the indemnified Person before entering into any settlement, compromise, admission or acknowledgement of the validity of such Asserted Liability if the settlement which (i) would result in requires an admission of guilt or wrongdoing on the part of the indemnified Person, subjects the indemnified Person to criminal liability or does not unconditionally release the indemnified Person from all Liabilities with respect to such Asserted Liability or the settlement imposes injunctive or other equitable relief being imposed against against, or any continuing obligation or payment requirement on, the Indemnified Party; indemnified Person. (c) Each Party will cooperate in the defense or prosecution of any Asserted Liability arising from a third party action and will furnish or cause to be furnished such records, information and testimony (ii) does not include subject to any applicable confidentiality agreement), and attend such conferences, discovery proceedings, hearings, trials or appeals as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability may be reasonably requested in respect to such claim or litigationconnection therewith. (d) Each Indemnified Party In the case of a Claim not based upon a third party action (“Direct Claim”), the indemnifying Person shall furnish have forty-five (45) days from its receipt of the Claim Notice to either (i) admit its obligation and accept its responsibility to provide indemnification or (ii) dispute the Claim for indemnification, and provide a written explanation for its position and supporting documentation. In the event that the indemnifying Person disputes a Claim Notice for a Direct Claim, the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within ninety (90) days after the indemnifying Person first receives the Claim Notice for a Direct Claim, then the indemnified Person may seek any remedy available to it under this Agreement, subject to the limitations in this Agreement. If the indemnifying Person fails to respond to the Claim Notice relating to a Direct Claim within such information regarding itself or 45-day period, then the claim in question as an Indemnifying Party may reasonably request in writing and indemnifying Person shall be reasonably required conclusively deemed obligated to provide indemnity for all reasonable costs and expenses relating to the Direct Claim referenced in connection with the defense Claim Notice, subject to the limitations in this Agreement. (e) With respect to any Direct Claims, the indemnifying Person shall pay an indemnification payment due under this Article 9 to the indemnified Person within five (5) Business Days after it is established (by final nonappealable court Order or agreement of the parties) that the indemnified Person is entitled to such claim payment under this Article 9. If a Claim involves an undisputed and litigation resulting therefromdisputed portion, the indemnifying Person will promptly pay the undisputed portion, and the disputed portion will be paid as, if and when determined, subject to the limitations in this Agreement.

Claims Procedures. Each (a) In the case of any claim for indemnification arising from a claim or the commencement of any Action by a third party (a “Third Party entitled Claimant”), an Indemnified Party shall give prompt written notice to be indemnified the Series A Holders of such Third Party Claim to which it may request indemnification under this Article III (a “Third Party Claim Notice”); provided, however, that failure to give such Third Party Claim Notice shall not affect the indemnification provided by the Series A Holders hereunder except to the extent the Series A Holders shall have been materially prejudiced in their defense of such claim as a result of such failure. The Third Party Claim Notice shall state in reasonable detail the facts and circumstances of the Third Party Claim, including the nature, basis and amount of such claim and the sections of the Merger Agreement, the Indemnification Agreement and/or this Agreement that entitle the Indemnified Party to indemnification under this Article III, and shall be accompanied by copies of all documents, correspondence and other materials received in respect of such Third Party Claim and, in the case of any expense reimbursement or advancement, shall include therewith documentation evidencing the incurrence, amount and nature of the Losses for which payment is being sought. The Indemnified Party shall, on an ongoing basis, promptly after receipt thereof, provide to the Series A Holders copies of all documents, correspondence and other materials received in connection with any Third Party Claim and shall not engage in any communications or correspondence (an “whether written, oral or otherwise) with any Third Party Claimant without (i) the prior written consent of the Series A Holders or (ii) the concurrent participation by the Series A Holders (whether telephonic, in person or otherwise); provided, however, that this sentence shall not apply to any such communications or correspondence that are initiated by any Third Party Claimant where such consent or participation may not be procured in advance by the Indemnified Party”Party through the use of commercially reasonable efforts. (b) With respect to any such Third Party Claim, the Series A Holders shall have the right to defend and to direct the defense, negotiation and settlement (in its or their sole and absolute discretion) of any such Third Party Claim, in their name or in the name of the Indemnified Party at the expense of the Series A Holders, and with counsel selected by the Series A Holders by notifying the Indemnified Party within thirty (30) days after receipt by the Series A Holders of a Third Party Claim Notice. If the Series A Holders do not assume control of the defense of such Third Party Claim within thirty (30) days after the receipt by the Series A Holders of the Third Party Claim Notice required pursuant to Section 8.1 or 8.2 hereof 3.3(a), the Indemnified Party shall give notice have the right to defend such claim in such manner as it may deem appropriate. Notwithstanding anything in this Agreement to the other Party (an “Indemnifying Party”) promptly after such contrary, if the Indemnified Party has actual knowledge is in control of any threatened or asserted claim as the defense of such Third Party Claim, it shall, at the expense of the Series A Holders, reasonably cooperate with and keep informed the Series A Holders in the defense of such Third Party Claim. If the Series A Holders are in control of the defense of such Third Party Claim, the Indemnified Party shall reasonably cooperate with the Series A Holders in the defense of such Third Party Claim and have the right to which indemnity may be sought, and shall permit the Indemnifying Party to assume participate in the defense of any Third Party Claim with counsel employed at its own expense (provided that any such claim expenses so incurred by or any litigation resulting therefromon behalf of the Indemnified Parties shall not constitute indemnifiable Losses for purposes of this Article III); provided: , however, that in the case of any Third Party Claim as to which (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (iix) the Indemnified Party shall have reasonably concluded that there may be a is an actual conflict of interest between the Indemnifying Indemnified Party and the Indemnified Party Series A Holders in the conduct of the defense of such actionThird Party Claim, in each (y) there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to any Series A Holder that cannot be asserted by the Series A Holders on behalf of which cases the Indemnifying Indemnified Party or (z) the Series A Holders shall pay not have employed counsel to assume the defense of such Third Party Claim within the thirty (30) day period described above, the reasonable fees and expenses disbursements of one such Indemnified Party’s counsel (but only a single law firm serving as plus one local counsel for per jurisdiction) shall be at the expense of the Series A Holders. The Series A Holders shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the Indemnified PartyParty without the prior written consent of the Series A Holders, which law firm shall consent may be subject to approval, not to be unreasonably withheld, by given or withheld in the Indemnifying Party); and (b) The failure sole and absolute discretion of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to Series A Holders. If the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in Series A Holders assume the defense of a Third Party Claim, the Series A Holders may not settle, compromise, or offer to settle or compromise, or otherwise dispose of any such claim or litigation, shall, except with Third Party Claim without the approval prior written consent of each the Indemnified Party (which approval consent shall not be unreasonably withheld, consent to entry of any judgment conditioned or enter into any settlement which delayed) unless such settlement: (i) would result in injunctive either (A) includes only a monetary payment or other relief being imposed against (B) does not materially adversely impact the operation of the business by the Indemnified Party, including by injunctive relief or other similar remedy; or (ii) does not include require any admission or acknowledgment of liability or fault of the Indemnified Party; (iii) includes a release of the Indemnified Party in respect of such claim and/or results in a dismissal with prejudice of such claim; and (iv) does not violate or cause the Indemnified Party to violate, any applicable Law. (c) In the event that an Indemnified Party determines that it has a claim for Losses against the Series A Holders under this Article III (other than as a result of a Third Party Claim) (an unconditional term “Interparty Claim”), the Indemnified Party shall give prompt written notice thereof to the giving Series A Holders, specifying the amount of such claim, the sections of the Merger Agreement and this Agreement under which such claim arises, and any other relevant facts and circumstances relating thereto (an “Interparty Claim Notice”). The Series A Holders shall have sixty (60) days from the date of receipt of such Interparty Claim Notice to object to any of the subject matter and any of the amounts of the Losses set forth in the Interparty Claim Notice, as the case may be, by delivering written notice of objection thereof to the claimant or plaintiff Indemnified Party. If the Series A Holders fail to send such notice of objection to the Interparty Claim Notice within such sixty (60) day period, the Series A Holders shall be deemed to have agreed to the Interparty Claim Notice and shall be obligated to pay to the Indemnified Party the portion of the amount specified in the Interparty Claim Notice to which the Series A Holders have not objected. If the Series A Holders send a timely notice of objection in accordance with this Section 3.3(c), the Indemnified Party and the Series A Holders shall negotiate in good faith for a thirty (30) day period beginning on the date the Indemnified Party provides an Interparty Claim Notice hereunder regarding the resolution of any disputed claims for Losses. If no resolution is reached with regard to such disputed Interparty Claim between the Series A Holders and the Indemnified Party within such thirty (30) day period, the Indemnified Party shall be entitled to seek enforcement of a release from all liability in respect to such claim or litigationits rights under this Article III. (d) Each Promptly (but in any event, within five (5) Business Days) following a final determination of any Losses claimed by the Indemnified Party by either (i) a final non-appealable decision, judgment or award rendered by a Governmental Entity of competent jurisdiction, or (ii) the mutual written agreement of the Indemnified Party and the Series A Holders, the Series A Holders shall pay such Losses to the Indemnified Party by wire transfer of readily available funds to an account designated by the Indemnified Party. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, the Series A Holders shall pay when due such portion, if any, of the obligation that is not subject to a dispute. (e) The Indemnified Parties shall use commercially reasonable efforts to mitigate all indemnifiable Losses by seeking all available coverage under their respective insurance policies with respect to all Third Party Claims and Interparty Claims. Payments by the Series A Holders pursuant to this Article III shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment which any Indemnified Party actually recovers from any third party with respect thereto, net of any reasonable expenses (including the next annual increase in the premiums attributable to such claims) incurred by such Indemnified Parties in collecting such insurance proceeds or any indemnity, contribution or other similar payment. If an Indemnified Party actually receives such insurance proceeds or indemnity, contribution or other similar payment in respect of a Loss for which the Series A Holders have already reimbursed the Indemnified Party, the Indemnified Party shall furnish reasonably promptly refund to the Series A Holders the amount of such information regarding itself proceeds actually received with respect thereto, net of any reasonable expenses (including the next annual increase in the premiums attributable to such claims) incurred by such Indemnified Parties in collecting such insurance proceeds or the claim in question as an Indemnifying Party may reasonably request in writing and any indemnity, contribution or other similar payment. The amount of Losses recoverable by Indemnified Parties pursuant to this Article III shall be reasonably required net of any Tax benefit to the Indemnified Parties as a result of incurring the Losses whether or not realized in connection with the defense of period in which such claim and litigation resulting therefromLosses arose.

Claims Procedures. Each Party Promptly upon a party becoming aware of any Claim with respect to which it believes it is entitled to be indemnified by indemnification hereunder, whether under this Section 3.3, Section 7.7, or the other Party provisions hereof, such party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to notify the other Party party in writing of the existence and nature of such Claim, the identity of any third party claimants and a description of the damages and the amount thereof relating to such Claim (an the “Indemnifying PartyClaim Notice”) promptly after such ). The Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may shall be sought, and shall permit the Indemnifying Party to assume responsible for the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for Claim unless the Indemnifying Party, who shall conduct upon reasonable notice, requests that the defense of such claim or any litigation resulting therefrom, shall a Claim be approved by tendered to the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless Indemnifying Party. If: (i) the employment defense of counsel by a Claim is so tendered and within ten (10) Business Days thereafter such Indemnified Party has been authorized tender is accepted by the Indemnifying Party; or or (ii) within ten (10) Business Days after the date on which the Claim Notice has been given pursuant to this Section 3.3(d), the Indemnifying Party shall acknowledge in writing to the Indemnified Party its obligation to provide an indemnity as provided in this Section 3.3 and assume the defense of the Claim; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Claim. The Indemnified Party shall have the right to be represented by counsel at the Indemnified Party’s expense, subject to the limitations hereof, in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Claim if it shall fail to diligently contest and defend the Claim. So long as the Indemnifying Party has not lost its right and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided, that at least five (5) Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Partyconsented thereto, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval consent shall not be unreasonably withheld, consent conditioned or delayed. All expenses (including without limitation attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party; provided, that if the Indemnifying Party is the Seller, such expenses shall be paid or reimbursed to entry the Indemnified Party solely out of the Indemnity Amount and the Seller will have no obligation hereunder in excess of such amount. Notwithstanding the foregoing, in connection with any judgment or settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (x) enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect to of such claim or litigation. , (dy) Each enter into any settlement that attributes by its terms liability or wrongdoing to the Indemnified Party or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or Proceeding with prejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Section 3.3 shall relieve it of such obligations to the extent they exist. If the Indemnifying Party fails to accept a tender of, or assume, the defense of a Claim pursuant to this Section 3.3(d), or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Claim or if there is a legal conflict, the Indemnified Party shall furnish have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such information regarding itself Claim, and may settle such Claim, either before or after the claim in question initiation of litigation, at such time and upon such terms as an the Indemnified Party deems fair and reasonable; provided, that, the Indemnified Party will not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If, pursuant to this Section 3.3, the Indemnified Party so contests, defends, litigates or settles a Claim for which it is entitled to indemnification hereunder as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party may reasonably request in writing for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses; provided, that if the Indemnifying Party is the Seller and the matter relates to a matter subject to indemnity by Seller pursuant to clause (a) of Section 3.3(b) (other than a breach of Sections 5.1(a), 5.1(b), 5.1(c) or 5.1(d) hereof), such expenses shall be reasonably required reimbursable to the Indemnified Party solely out of the Indemnity Amount and the Seller will have no obligation hereunder in connection with the defense excess of such claim and litigation resulting therefromamount.

Claims Procedures. Each Party entitled (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to be give rise to a Claim by a third party or of facts causing any indemnified by the other Party Person to believe it has a claim for indemnification hereunder (an “Indemnified PartyAsserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) pursuant to Section 8.1 or 8.2 hereof the relevant indemnifying Person, provided that in any event, such indemnified Person shall give notice the Claims Notice to the other Party (an “Indemnifying Party”) promptly indemnifying Person no later than 30 days after becoming aware of such Indemnified Party has actual knowledge Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.1, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of any threatened its obligations or asserted claim as liability hereunder, except to which indemnity may be soughtthe extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall permit indicate the Indemnifying Party amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability. (b) As to an Asserted Liability arising from a third party action, the indemnifying Person shall be, subject to the limitations set forth in this Section 7.5, entitled to assume control of and appoint lead counsel for such defense only for so long as it conducts such defense with reasonable diligence. The indemnifying Person shall keep the indemnified Persons advised of the status of such third party action and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the indemnified Persons with respect thereto. If the indemnifying Person assumes the control of the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for third party action in accordance with the Indemnifying Partyprovisions of this Section 7.5, who shall conduct the defense of such claim or any litigation resulting therefrom, indemnified Person shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may entitled to participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim third party action and to employ, at its expense, separate counsel of its choice for such purpose, it being understood, however, that the indemnifying Person shall continue to control such defense; provided that notwithstanding the foregoing, the indemnifying Person shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the indemnified Persons if (x) the indemnified Person’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the indemnifying Person) that there are defenses available to such indemnified Person that are different from or litigationadditional to those available to the indemnifying Person, shallor (y) the indemnified Person’s outside counsel shall have advised in writing (with a copy to the indemnifying Person) the indemnified Person that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the indemnifying Person and the indemnified Person. Notwithstanding the foregoing, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in the indemnifying Person shall obtain the prior written consent of the indemnified Person before entering into any settlement, compromise, admission or acknowledgement of the validity of such Asserted Liability if the settlement requires an admission of guilt or wrongdoing on the part of the indemnified Person, subjects the indemnified Person to criminal liability or does not unconditionally release the indemnified Person from all liabilities and obligations with respect to such Asserted Liability or the settlement imposes injunctive or other equitable relief being imposed against against, or any continuing obligation or payment requirement on, the Indemnified Party; or indemnified Person and (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and indemnified Person shall be reasonably required entitled to participate, at its own cost and expense, in connection with the defense of such claim Asserted Liability and litigation resulting therefromto employ separate counsel of its choice for such purpose. (c) Each Party shall cooperate in the defense or prosecution of any Asserted Liability arising from a third party action and shall furnish or cause to be furnished such records, information and testimony (subject to any applicable confidentiality agreement), and attend such conferences, discovery proceedings, hearings, trials or appeals as may be reasonably requested in connection therewith.

Claims Procedures. Each (a) The Party entitled to be indemnified by the other Party (an the “Indemnified Party”) pursuant to Section 8.1 10.1 or 8.2 hereof 10.2 shall give notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that: (ai) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheldwithheld or delayed) and the Indemnified Party may participate in such defense at such partythe Indemnified Party’s expense expense. However, if either of the following are true: (unless (iA) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (iiB) the Indemnified Party shall [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases then the Indemnifying Party shall pay the reasonable fees and expenses of one additional law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheldwithheld or delayed, by the Indemnifying Party); and; (bii) The the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.; and (ciii) No no Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which which: (iA) would result in injunctive or other relief being imposed against the Indemnified Party; or (iiB) 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 claim or litigation. (db) Each In the event an Indemnifying Party elects to assume the defense of any claim or litigation in accordance with Section 10.3(a) above, each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party A party (the “indemnitee”) that intends to claim indemnification under this Article 13 will notify the other party (the “indemnitor”) within a reasonable time in writing of any action, claim, or liability in respect of which the indemnitee believes it is entitled to be indemnified by claim indemnification; provided that the other Party (an “Indemnified Party”) pursuant failure to Section 8.1 or 8.2 hereof shall give timely notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of indemnitor will not release the indemnitor from any threatened or asserted claim as liability to which indemnity may be soughtthe indemnitee except to the extent the indemnitor is actually prejudiced thereby. The indemnitor will have the right, and shall permit by notice to the Indemnifying Party indemnitee, to assume the defense of any such action or claim within the fifteen (15) day period after the indemnitor's receipt of notice of any action or any litigation resulting therefrom; provided: (a) That claim with counsel for of the Indemnifying Party, who shall conduct indemnitor's choice and at the sole cost of the indemnitor. If the indemnitor does not so assume the defense of such claim or any litigation resulting therefromThird Party claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) indemnitee may assume such defense with counsel of its choice and at the Indemnified Party sole cost of the indemnitor. If the indemnitor so assumes such defense, the indemnitee may participate in such defense at such party’s expense (unless (i) the employment of therein through counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to choice, but at the extent that sole cost of the failure to give notice did indemnitee. The party not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in assuming the defense of any such claim or litigationwill render all reasonable assistance to the party assuming such defense, shalland all reasonable out-of-pocket costs of such assistance will be for the account of the indemnitor. No such claim will be settled other than by the party defending the same, except and then only with the approval consent of each Indemnified Party the other party, which approval shall will not be unreasonably withheld, ; provided that the indemnitee will have no obligation to consent to entry any settlement of any judgment such action or enter into claim that imposes on the indemnitee any liability or obligation that cannot be assumed and performed in full by the indemnitor, and the indemnitee will have no right to withhold its consent to any settlement which (i) would result in injunctive of any such action or other relief being imposed against claim if the Indemnified Party; or (ii) does not include as an unconditional term thereof settlement involves only the giving payment of money by the claimant indemnitor or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationits insurer. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled In order to be indemnified by the other Party (an “Indemnified Party”) Predix, pursuant to Section 8.1 or 8.2 hereof 7.1, CFFT shall give notice to the other Party (an “Indemnifying Party”) Predix promptly after such Indemnified Party CFFT has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party Predix to assume the defense of any such claim or any litigation resulting therefrom; provided: (aA) That that counsel for the Indemnifying PartyPredix, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by CFFT (the Indemnified Party (whose approval of which shall not unreasonably be withheld) and the Indemnified Party CFFT may participate in such defense at such party’s expense (its expense, unless (i) the employment of counsel by such Indemnified Party CFFT has been authorized by the Indemnifying PartyPredix; or (ii) the Indemnified Party shall have reasonably concluded that there may be is a conflict of interest between the Indemnifying Party that would prevent Predix and the Indemnified Party CFFT from being represented by a single law firm in the defense of such action, in each of which cases the Indemnifying Party instance Predix shall pay the reasonable fees and PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. EXECUTION COPY expenses of one law firm serving as counsel for the Indemnified PartyCFFT, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party)Predix; and (bB) The the failure of any Indemnified Party CFFT or its Affiliates to give notice as provided herein shall not relieve the Indemnifying Party Predix of its obligations under this Agreement to the extent that the failure to give notice did not result prejudices a defense that otherwise may have been available or increases the amount of the Loss or otherwise results in harm to the Indemnifying PartyPredix. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party A party (the "Indemnitee") which intends to claim indemnification under this Section 12 shall notify the other party (the "Indemnitor") within a reasonable time in writing of any action, claim or liability in respect of which the Indemnitee believes it is entitled to be indemnified by claim *** Certain information on this page has been omitted and filed separately with the other Party (an “Indemnified Party”) pursuant Commission. Confidential treatment has been requested with respect to Section 8.1 or 8.2 hereof shall the omitted portions. indemnification, provided that the failure to give timely notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of Indemnitor shall not release the Indemnitor from any threatened or asserted claim as liability to which indemnity may be soughtthe Indemnitee to the extent the Indemnitor is not prejudiced thereby. The Indemnitor shall have the right, and shall permit by notice to the Indemnifying Party Indemnitee, to assume the defense of any such action or claim within the fifteen (15) day period after the Indemnitor's receipt of notice of any action or any litigation resulting therefrom; provided: (a) That claim with counsel for of the Indemnifying Party, who shall conduct Indemnitor's choice and at the sole cost of the Indemnitor. If the Indemnitor does not so assume the defense of such claim or any litigation resulting therefromclaim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) Indemnitee may assume such defense with counsel of its choice and at the Indemnified Party sole cost of the Indemnitor. If the Indemnitor so assumes such defense, the Indemnitee may participate in such defense at such party’s expense (unless (i) the employment of therein through counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to choice, but at the extent that sole cost of the failure to give notice did Indemnitee. The party not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in assuming the defense of any such claim or litigationshall render all reasonable assistance to the party assuming such defense, shalland all reasonable out-of-pocket costs of such assistance shall paid be for by the party determined ultimately liable. No such claim shall be settled other than by the party defending the same, except and then only with the approval consent of each Indemnified Party the other party which approval shall not be unreasonably withheld, ; provided that the Indemnitee shall have no obligation to consent to entry any settlement of any judgment such action or enter into claim which imposes on the Indemnitee any liability or obligation which cannot be assumed and performed in full by the Indemnitor, and the Indemnitee shall have no right to withhold its consent to any settlement which (i) would result in injunctive of any such action or other relief being imposed against claim if the Indemnified Party; or (ii) does not include as an unconditional term thereof settlement involves only the giving payment of money by the claimant Indemnitor or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationits insurer. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party Promptly upon a party becoming aware of any Claim with respect to which it believes it is entitled to be indemnified by indemnification hereunder, whether under this Section 3.3, Section 7.7, or the other Party provisions hereof, such party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to notify the other Party party in writing of the existence and nature of such Claim, the identity of any third party claimants and a description of the damages and the amount thereof relating to such Claim (an the “Indemnifying PartyClaim Notice”) promptly after such ). The Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may shall be sought, and shall permit the Indemnifying Party to assume responsible for the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for Claim unless the Indemnifying Party, who shall conduct upon reasonable notice, requests that the defense of such claim or any litigation resulting therefrom, shall a Claim be approved by tendered to the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless Indemnifying Party. If: (i) the employment defense of counsel by a Claim is so tendered and within ten (10) Business Days thereafter such Indemnified Party has been authorized tender is accepted by the Indemnifying Party; or or (ii) within ten (10) Business Days after the date on which the Claim Notice has been given pursuant to this Section 3.3(d), the Indemnifying Party shall acknowledge in writing to the Indemnified Party its obligation to provide an indemnity as provided in this Section 3.3 and assume the defense of the Claim; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Claim. The Indemnified Party shall have the right to be represented by counsel at the Indemnified Party’s expense, subject to the limitations hereof, in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Claim if it shall fail to diligently contest and defend the Claim. So long as the Indemnifying Party has not lost its right and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided, that at least five (5) Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Partyconsented thereto, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval consent shall not be unreasonably withheld, consent conditioned or delayed. All expenses (including without limitation attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party; provided, that if the Indemnifying Party is the Seller, the Seller will have no obligation hereunder in excess of the Indemnity Amount. Notwithstanding the foregoing, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to entry of any judgment or (x) enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect to of such claim or litigation. , (dy) Each enter into any settlement that attributes by its terms liability or wrongdoing to the Indemnified Party or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or Proceeding with prejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Section 3.3 shall relieve it of such obligations to the extent they exist. If the Indemnifying Party fails to accept a tender of, or assume, the defense of a Claim pursuant to this Section 3.3(d), or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Claim or if there is a legal conflict, the Indemnified Party shall furnish have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such information regarding itself Claim, and may settle such Claim, either before or after the claim in question initiation of litigation, at such time and upon such terms as an the Indemnified Party deems fair and reasonable; provided, that, the Indemnified Party will not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If, pursuant to this Section 3.3, the Indemnified Party so contests, defends, litigates or settles a Claim for which it is entitled to indemnification hereunder as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party may reasonably request in writing for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses; provided, that if the Indemnifying Party is the Seller and the matter relates to a matter subject to indemnity by Seller pursuant to clause (a) of Section 3.3(b) (other than a breach of Sections 5.1(a), 5.1(b), 5.1(c) or 5.1(d) hereof), such expenses shall be reasonably required reimbursable solely to the extent of the Indemnity Amount and the Seller will have no obligation hereunder in connection with the defense excess of such claim and litigation resulting therefromamount.

Claims Procedures. Each (a) Except with respect to Third Party entitled Claims covered by Section 10.05, any Buyer Indemnified Party or Seller Indemnified Party who wishes to be indemnified by the other Party make a claim for indemnification for Damages pursuant to this Article X (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give written notice to the other Party each Person from whom indemnification is being claimed (an “Indemnifying Party”) as promptly as practicable after discovering the Damages, obligation or facts giving rise to such Indemnified Party has actual knowledge of claim for indemnification, describing in reasonable detail the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided, however, that any threatened or asserted claim as to which indemnity may be soughtfailure in providing such notice in accordance with this Section 10.04(a), and however, shall permit not release the Indemnifying Party to assume the defense of from any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement Article X except to the extent that the failure to give Indemnifying Party is materially prejudiced by such failure. Promptly after written notice did not result of a claim has been provided as set forth above, the Indemnified Party shall supply the Indemnifying Party with all material information and documents the Indemnified Party has in harm its possession regarding such claim, together with all material information in its possession regarding the amount of the Damages that the Indemnified Party asserts it has sustained or incurred, and shall provide reasonable access to the Indemnifying Party. (c) No Indemnifying Party, Party to inspect such other books and records in the defense possession of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval and relating to the claim and asserted Damages as the Indemnifying Party shall not be unreasonably withheld, consent reasonably request. The Indemnifying Party shall have a period of 15 days after receipt by the Indemnifying Party of such notice and such evidence to entry of any judgment or enter into any settlement which either (i) would result in injunctive or other relief being imposed against agree to the payment of the Damages to the Indemnified Party; Party or (ii) contest the payment of the Damages. If the Indemnifying Party does not include agree to or contests the payment of the Damages within such 15-day period, then the Indemnifying Party shall be deemed not to have accepted the Damages and the Parties shall negotiate in good faith to seek a resolution of such dispute for a 30-day period and, if not resolved through negotiations during such period, then such dispute will be resolved in accordance with Section 12.11 of this Agreement. If the Indemnifying Party agrees to the payment of the Damages within such 15-day period, then it shall, within five Business Days after such agreement, pay, or cause to be paid, to the Indemnified Party the amount of the Damages that is payable pursuant to, and subject to the limitations set forth in, this Article X. (b) If an Indemnified Party is entitled to indemnification from the Indemnifying Party for any Damages as provided in Section 10.04(a), satisfaction of such indemnification obligations of Seller will be effected, subject to the limitations set forth herein, by wire transfer or transfers of immediately available funds to an unconditional term thereof the giving account or accounts designated in writing by the claimant or plaintiff to such applicable Indemnified Party of a release from all liability in respect to such claim or litigationParty. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled (a) Subject to be indemnified by Section 11.4 with respect to Third Person Claims and Section 11.5 with respect to Indemnifiable Proceedings, any party hereto seeking indemnification hereunder (the other Party (an “Indemnified Party”) shall deliver to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”), which shall be delivered promptly after the Indemnified Party acquires actual knowledge of the basis for a claim for indemnification hereunder and which shall describe in reasonable detail the facts giving rise to such claim, and shall include in such Claim Notice (if then known) the amount, or the method of computation of the amount, of such claim and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that the failure or delay of the Indemnified Party to provide a Claim Notice promptly to the Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially prejudiced by such failure or delay. (b) After the timely delivery of any Claim Notice pursuant to Section 8.1 or 8.2 hereof shall give notice 11.3(a), the amount of indemnification to the other Party (which an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved entitled under this Article XI shall be determined (i) by the written agreement between the Indemnified Party and the Indemnitor, (whose approval shall not unreasonably be withheldii) and by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnified Party may participate and the Indemnitor shall agree in such defense at such party’s expense (unless (i) writing. The judgment or decree of a court shall be deemed final when the employment of counsel by such Indemnified Party has time for appeal, if any, shall have expired and no appeal shall have been authorized by the Indemnifying Party; taken or (ii) the when all appeals taken shall have been finally determined. The Indemnified Party shall have reasonably concluded that there may be a conflict the burden of interest between proof in establishing the Indemnifying Party amount of Losses and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, Expenses suffered by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Partyit. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each (a) Except for Tax Claims, which are governed by Section 5.11 of the Merger Agreement, in the case of any claim for indemnification arising from a claim or the commencement of any Action by a third party (a “Third Party Claim”), a Person entitled to be indemnified by the other Party indemnification under this ARTICLE II (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give prompt written notice to the other Person(s) obligated to provide indemnification under this ARTICLE II with respect to such Third Party Claim (an “Indemnifying Party”) promptly after of such Third Party Claim to which it may request indemnification under this ARTICLE II (a “Third Party Claim Notice”); provided, however, that failure to give such Third Party Claim Notice shall not affect the indemnification provided by the Indemnifying Party hereunder except to the extent the Indemnifying Party shall have been prejudiced in its defense of such claim as a result of such failure. The Third Party Claim Notice shall state in reasonable detail the facts and circumstances of the Third Party Claim, including the nature, basis and amount of such claim and the sections of the Merger Agreement and/or this Agreement that entitle the Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be soughtindemnification under this ARTICLE II, and shall permit be accompanied by copies of all documents, correspondence and other materials received in respect of such Third Party Claim and, in the case of any expense reimbursement or advancement, shall include therewith documentation, reasonably satisfactory to the Indemnifying Party, evidencing the incurrence, amount and nature of the Losses for which payment is being sought. The Indemnified Party shall, on an ongoing basis, promptly after receipt thereof, provide to the Indemnifying Party copies of all documents, correspondence and other materials received in connection with any Third Party Claim and shall not engage in any communications or correspondence (whether written, oral or otherwise) with any Third Party with respect to such Third Party Claim without (i) the prior written consent of the Indemnifying Parties or (ii) the concurrent participation by the Indemnifying Parties (whether telephonic, in-person or otherwise). (b) Except for Tax Claims, which are governed by Section 5.11 of the Merger Agreement and any Third Party Claim regarding an Appraisal Rights Action (an “Appraisal Rights Claim”), which is governed by Section 2.4(c), with respect to any such Third Party Claim, the Indemnifying Party shall have the right to defend and to direct the defense, negotiation and settlement (in its or their sole and absolute discretion) of any such Third Party Claim, in its/their, as the case may be, name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party (subject to the limitations set forth in Section 2.5), and with counsel selected by the Indemnifying Party by notifying the Indemnified Party within thirty (30) days after receipt by the Indemnifying Party of a Third Party Claim Notice. If the Indemnifying Party does not assume control of the defense of such Third Party Claim within thirty (30) days after the receipt by the Indemnifying Party of the Third Party Claim Notice required pursuant to Section 2.4(a), the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate. Notwithstanding anything in this Agreement to the contrary, if the Indemnified Party is in control of the defense of such Third Party Claim, it shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such Third Party Claim. If the Indemnifying Party is in control of the defense of such Third Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such Third Party Claim and have the right to participate in the defense of any Third Party Claim with counsel employed at its own expense (provided that any such claim expenses so incurred by or any litigation resulting therefromon behalf of the Parent Indemnified Parties shall not constitute indemnifiable Losses for purposes of this ARTICLE II); provided: , however, that in the case of any Third Party Claim as to which (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (iix) the Indemnified Party shall have reasonably concluded that there may be a is an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim, (y) there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to any Indemnifying Party or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such Third Party Claim within the thirty (30) day period described above, the reasonable fees and disbursements of such Indemnified Party’s counsel (but only a single law firm plus one local counsel per jurisdiction) shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent may be given in the sole and absolute discretion of the Indemnifying Party. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may not settle, compromise, or offer to settle or compromise, or otherwise dispose of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement: (i) either (A) solely involves a monetary payment which is fully paid by the Indemnifying Party or (B) does not, and would not reasonably be expected to, directly adversely impact the operation of the business by the Indemnified Party other than in a de minimis fashion; (ii) does not require any admission or acknowledgment of fault or liability by the Indemnified Party; (iii) includes an unconditional release of the Indemnified Party, to the extent a named party thereto, in respect of such claim and/or results in a dismissal with prejudice of such claim; and (iv) does not violate or cause the Indemnified Party to violate, any applicable Law. (c) The Indemnified Party and the Indemnifying Party shall jointly control the defense, negotiation and settlement of any such Appraisal Rights Claim and shall cooperate with each other in such defense, negotiation and settlement. Each of the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, will have the right to jointly participate in the defense of the Appraisal Rights Claim with counsel or local counsel jointly engaged by them; provided, however, that if the Indemnified Party and Indemnifying Party are unable to agree on a joint counsel or joint local counsel, the Indemnified Party and the Indemnifying Party may each engage counsel or local counsel of its own choosing until such time as they agree to jointly engage such counsel or local counsel; provided, further, in the event that the Indemnified Party and the Indemnifying Party are unable to agree on a joint counsel or joint local counsel within thirty (30) days of such Appraisal Rights Claim having been brought, their respective counsels shall select a third counsel that the Indemnified Party and the Indemnifying Party shall jointly engage with respect to such Appraisal Rights Claim. Neither the Indemnified Party nor the Indemnifying Party may settle, compromise or offer to settle or compromise, or otherwise dispose of any Appraisal Rights Claim without the prior written consent of the other party. (d) In the event that an Indemnified Party determines that it has a claim for Losses against the Indemnifying Party under this ARTICLE II (other than as a result of a Third Party Claim) (an “Interparty Claim”), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim, the sections of the Merger Agreement and this Agreement under which such claim arises, and any other relevant facts and circumstances relating thereto (an “Interparty Claim Notice”). The Indemnifying Party shall have forty-five (45) days from the date of receipt of such Interparty Claim Notice to object to any of the subject matter and any of the amounts of the Losses set forth in the Interparty Claim Notice, as the case may be, by delivering written notice of objection thereof to the Indemnified Party. If the Indemnifying Party fails to send a notice of objection to the Interparty Claim Notice within such forty-five (45) day period, the Indemnifying Party shall be deemed to have agreed to the Interparty Claim Notice and shall be obligated to pay to the Indemnified Party the portion of the amount specified in the Interparty Claim Notice to which the Indemnifying Party has not objected. If the Indemnifying Party sends a timely notice of objection, Indemnified Party and the Indemnifying Party shall negotiate in good faith for a thirty (30) day period beginning on the date the Indemnified Party provides an Interparty Claim Notice hereunder regarding the resolution of any disputed claims for Losses. If no resolution is reached with regard to such disputed Interparty Claim between the Indemnifying Party and the Indemnified Party within such thirty (30) day period, the Indemnified Party shall be entitled to seek enforcement of its rights under this ARTICLE II. (e) Promptly (but in any event, within five (5) Business Days) following a final determination of any Losses claimed by the defense Indemnified Party by either (i) a final non-appealable decision, judgment or award rendered by a Governmental Entity of such actioncompetent jurisdiction, in each or (ii) the mutual written agreement of which cases the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall pay such Losses to the reasonable fees and expenses Indemnified Party by wire transfer of one law firm serving as counsel for readily available funds to an account designated by the Indemnified Party, which law firm shall . If there should be subject a dispute as to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure amount or manner of determination of any Indemnified Party to give notice as provided herein shall not relieve indemnity obligation owed under this Agreement and the Merger Agreement, the Indemnifying Party shall pay when due such portion, if any, of its obligations under this Agreement the obligation that is not subject to the extent that the failure to give notice did not result in harm to the Indemnifying Partya dispute. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 15.1 or 8.2 15.2 hereof shall give written notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose which approval shall not be unreasonably be withheld) ), and the Indemnified Party may participate in such defense at such partyIndemnified Party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Distribution and License Agreement to the extent that the such failure to give notice did not result in harm prejudice to the Indemnifying Party or the Indemnifying Party.’s insurer; (c) No the Indemnifying Party, in the defense of any such claim or litigation, shallshall not, except with the approval of each the Indemnified Party (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.; and

Claims Procedures. Each (a) Subject to Section 8.07 with respect to Third Party entitled to be indemnified by Claims, any party seeking indemnification hereunder (the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice deliver to the other Party purportedly obligated to provide indemnification to such Indemnified Party (an the “Indemnifying Party”) a written notice (a “Claim Notice”), which shall be delivered promptly after such the Indemnified Party has actual knowledge becomes aware of the basis for a claim for indemnification hereunder and which shall describe in reasonable detail the facts giving rise to such claim, shall include copies of any threatened or asserted claim as to which indemnity may be sought, material written evidence thereof and shall permit include in such Claim Notice the amount, or the method of computation of the amount, of Losses arising from such claim (if known or reasonably ascertainable) and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that the failure or delay of the Indemnified Party to provide a Claim Notice promptly to the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement hereunder except to the extent that the failure Indemnifying Party shall have been materially prejudiced by such failure. The Indemnifying Party shall have thirty (30) calendar days after its receipt of a Claim Notice to give notice did respond in writing to it by accepting such Claim Notice or objecting to such Claim Notice. If the Indemnifying Party does not result so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have accepted such claim, in harm which case the Indemnifying Party shall immediately pay such Losses to the Indemnified Party. If the Indemnifying Party fails to promptly pay such Losses, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (b) After the timely delivery of a response to a Claim Notice by the Indemnifying Party pursuant to Section 8.06(a), the amount of indemnification to which an Indemnified Party may be entitled under this Article VIII shall be determined (i) by a written agreement between the Indemnified Party and the Indemnifying Party, (ii) by any other means to which the Indemnified Party and the Indemnifying Party shall mutually agree or (iii) by legal action. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving Any Tax Losses incurred by the claimant or plaintiff Buyer Indemnified Parties that are subject to such Indemnified Party of a release from all liability in respect indemnification by the Sellers pursuant to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and Section 8.05 shall be reasonably required effected, first, by reducing the then-outstanding aggregate principal balance of the Seller Notes in connection with an amount equal to the defense amount of such claim and litigation resulting therefromTax Losses as of the date of determination and, second, if the then-outstanding aggregate principal balance of the Seller Notes is zero, by wire transfer of immediately available funds from or on behalf of the Sellers to an account designated by Buyer in writing.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 10.1 or 8.2 10.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved [*] by the Indemnified Party (whose approval shall not unreasonably be withheld) [*] and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment [*]. ---------- [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 30 of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and44 (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation[*]. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled Promptly after the receipt by any party hereto of notice under this Section 14 of (x) any claim or (y) the commencement of any action or proceeding, such party (the "Aggrieved Party") will, if a claim with respect thereto is to be indemnified by made against any party obligated to provide indemnification (the other Party (an “Indemnified "Indemnifying Party”") pursuant to this Section 8.1 14, give such Indemnifying Party written notice of such claim or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after commencement of such Indemnified Party has actual knowledge of any threatened action or asserted claim as to which indemnity may be sought, proceeding and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for from such claim. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within a reasonable time, but in no event more than fifteen days after notice thereof shall have been given to the Indemnifying Party, who shall conduct be deemed a waiver by the Indemnifying Party of its right to defend such action. (b) If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of the Indemnifying Party as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to holding the Aggrieved Party harmless from and against any and all losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Aggrieved Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment judgment, except with the written consent of the Aggrieved Party, or enter into any settlement settlement, except with the written consent of the Aggrieved Party, which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified the Aggrieved Party of a release from all liability in respect to of such claim or litigation. (dc) Each Indemnified If the Indemnifying Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with not assume the defense of any such claim and or litigation resulting therefrom., the Aggrieved Party may defend against such claim or litigation in such manner as it may deem appropriate and, unless the Indemnifying Party shall deposit with the Aggrieved Party a sum equivalent to the total amount demanded in such claim or litigation, or shall deliver to the Aggrieved Party a surety bond or an irrevocable letter of credit in form and

Claims Procedures. Each Except with respect to Third Party entitled Claims covered by Section 10.4, if an Indemnified Party wishes to be indemnified by the other Party (make an “Indemnified Party”) Indemnification Claim for Losses pursuant to Section 8.1 or 8.2 hereof this Article X, such Indemnified Party shall give written notice to the other Party Buyer or the Seller, as applicable (an the “Indemnifying PartyIndemnitor”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought), promptly, and shall permit in any event no later than 30 days after it acquires Knowledge of the Indemnifying Party fact, event or circumstances giving rise to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying PartyLosses, who shall conduct but the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein in this Section 10.3 shall not relieve the Indemnifying Party Indemnitor of its obligations under this Agreement Article X, except to the extent that the Indemnitor is materially prejudiced by such failure to give notice. Such written notice did shall specify in reasonable detail the factual basis of such claim, state the amount of Losses (or if not result in harm known, a good faith estimate of the amount of Losses) and the method of computation thereof and contain a reference to the Indemnifying Party. provision of this Agreement in respect of which such claim arises. Promptly after written notice of a claim has been provided as set forth above (c) No Indemnifying and in no event later than 30 days after the Indemnified Party acquires knowledge of the fact, event or circumstances giving rise to a claim for Losses), the Indemnified Party shall supply the Buyer with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the Losses that it asserts it has sustained or incurred, and will permit the Indemnitor to inspect such other records and books in the possession of the Indemnified Party, and will allow reasonable access, to relevant personnel, auditors and other Representatives (subject to customary exceptions for legal privilege), in each case relating to the defense claim and asserted Losses as the Indemnitor shall reasonably request. The Indemnitor shall have a period of any 30 days after receipt by the Indemnitor of such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent notice and such evidence to entry of any judgment or enter into any settlement which either (i) would result in injunctive or other relief being imposed against agree to the payment of the Losses to the Indemnified Party; Party or (ii) contest the payment of the Losses. If the Indemnitor does not include as an unconditional term thereof agree to or contests the giving by payment of the claimant or plaintiff Losses within such 30-day period, then the Indemnitor shall be deemed not to have accepted the Losses and the Parties shall negotiate in good faith to seek a resolution of such dispute. If the Indemnitor agrees to the payment of the Losses within such 30-day period in accordance with the second preceding sentence, then it shall, within ten Business Days after such agreement, pay to the Indemnified Party the amount of a release from all liability in respect the Losses that is payable pursuant to, and subject to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.limitations set forth in, this Article X.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s 's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled (a) If either a Buyer Indemnified Representative, on the one hand, or a Seller Indemnified Representative, on the other hand (such Buyer Indemnified Representative on the one hand and such Seller Indemnified Representative on the other hand being hereinafter referred to as an “Indemnified Representative”), has suffered or incurred any Losses for which indemnification may be indemnified by sought under this Article 7, the Indemnified Representative shall so notify the other Party from whom indemnification is sought under this Article 7 (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying PartyRepresentative”) promptly after in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against a Third Party with respect to which an Indemnified Representative intends to claim any Loss under this Article 7 (a “Third Party Claim”), such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and Representative shall permit promptly notify the Indemnifying Representative of such Third Party Claim and tender to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct Representative the defense of such claim or any litigation resulting therefrom, shall be approved Third Party Claim. A failure by the an Indemnified Party (whose approval shall not unreasonably be withheld) Representative to give notice and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in to tender the defense of such action, Third Party Claim in each a timely manner pursuant to this Section 7.2 shall not limit the obligation of which cases the Indemnifying Party shall pay Representative under this Article 7, except to the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the extent such Indemnifying Party); andRepresentative is actually prejudiced thereby. (b) The failure of any Indemnified Party Indemnifying Representative will be entitled to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, participate in the defense of any such claim Third Party Claim that is the subject of a notice given by or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry on behalf of any judgment or enter into any settlement which Indemnified Representative pursuant to Section 7.2(a). In addition, the Indemnifying Representative will have the right to defend the Indemnified Representative against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Representative so long as (i) would result in injunctive the Indemnifying Representative gives written notice that they or other relief being imposed it will defend the Third Party Claim to the Indemnified Representative within thirty (30) days after the Indemnified Representative has given notice of the Third Party Claim under Section 7.2(a) stating that the Indemnifying Representative will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Representative from and against the entirety of any and all Losses the Indemnified Party; Representative may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Third Party Claim involves only money damages and does not include as seek an unconditional term thereof injunction or other equitable relief, (iii) the giving Indemnified Representative has not been advised by counsel that an actual or potential conflict exists between the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or Representative and the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required Representative in connection with the defense of the Third Party Claim and (iv) the Third Party Claim does not relate to or otherwise arise in connection with any criminal action, suit, investigation or proceeding. (c) The Indemnifying Representative will not consent to the entry of any Judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Representative (which consent will not be unreasonably withheld, conditioned or delayed) unless such claim Judgment, compromise or settlement (i) provides for the payment by the Indemnifying Representative of money as sole relief for the claimant, (ii) results in the general release of all Indemnified Representatives and litigation resulting therefromits Affiliates from all liabilities arising or relating to, or in connection with, the Third Party Claim, and (iii) involves no finding or admission of any violation of law or the rights of any Person and no effect on any other claims that may be made against the Indemnified Representative or any of its Affiliates. (d) If the Indemnifying Representative does not deliver the notice contemplated by Section 7.2(a), within thirty (30) days after the Indemnified Representative has given notice of the Third Party Claim pursuant to Section 7.2(a), or otherwise at any time fails to conduct the defense of the Third Party Claim diligently, the Indemnified Representative may defend, and may consent to the entry of any Judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate following consultation with the Indemnifying Representative in connection therewith. If such notice and evidence is given on a timely basis and the Indemnifying Representative conducts the defense of the Third Party Claim diligently but any of the other conditions in Section 7.2(b) is or becomes unsatisfied, the Indemnified Representative may defend, and may consent to the entry of any Judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Representative will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed).

Claims Procedures. Each Party entitled (a) Any party seeking indemnification pursuant to be indemnified by this Section 11 (the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to notify in writing (an “Indemnity Notice”) the other Party party from whom such indemnification is sought (an the “Indemnifying Party”) promptly after of the Indemnified Party's assertion or a third party's assertion of any claim with respect to which the indemnification provisions set forth in this Section relate, providing in reasonable detail the facts giving rise to such claim, a statement of the Indemnified Party's Loss to the extent then known, and an estimate of the amount of Losses that the Indemnified Party reasonably anticipates it will suffer or incur; provided, that if the Indemnified Party is a Buyer Indemnified Party, such Indemnified Party has actual knowledge shall also provide a copy of any threatened the Indemnity Notice to the Escrow Agent in accordance with the terms of the Escrow Agreement, unless such Indemnity Notice relates to a claim or asserted cause of action against Seller for fraud, in which case the Buyer Indemnified Party may, in its sole discretion as contemplated by Section 11.5(c), elect to deliver an Indemnity Notice to the Escrow Agent. The failure by an Indemnified Party to promptly deliver an Indemnity Notice with respect to the assertion of a claim as to which indemnity may be sought, and shall permit the indemnification provisions of this Section relate will not relieve the Indemnifying Party of any liability it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such claim is materially prejudiced by the Indemnified Party's failure to promptly deliver the Indemnity Notice. To the extent that an Indemnified Party believes it has a claim or cause of action against an Indemnifying Party for fraud, it shall promptly provide an Indemnity Notice as set forth herein; provided, that the failure by an Indemnified Party to promptly deliver such an Indemnity Notice will not relieve the Indemnifying Party of any liability it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such claim is materially prejudiced by the Indemnified Party’s failure to promptly deliver such Indemnity Notice (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten Business Days after the receipt of any Indemnity Notice with respect to a third party claim, to undertake (at its sole expense) the defense of or to settle or compromise such claim; provided, however, that the Indemnifying Party shall not have the right to assume the defense of any such claim if (i) the Indemnifying Party is also a party to such claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such claim and provide indemnification with respect to such claim, whereupon in either case the Indemnified Party may defend such claim at the expense of the Indemnifying Party (subject to the limitations set forth in this Section 11 and Section 12.1) using one firm of separate counsel of its own choosing (along with any litigation resulting therefrom; provided: (a) That counsel for required local counsel). The Indemnifying Party undertaking the defense of or settling a claim shall be conclusive acknowledgement by the Indemnifying Party, who not subject to challenge, that it has full responsibility to indemnify the Indemnified Party for losses in respect to the claim. The failure of the Indemnifying Party to give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnifying Party's rights under this Section 11.4(b) and shall entitle (but not obligate) the Indemnified Party to undertake such defense at the expense of the Indemnifying Party, subject to the limitations set forth in this Section 11 and Section 12.1, and, in the absence of willful misconduct on the part of the Indemnified Party, shall preclude the Indemnifying Party from disputing the manner in which the Indemnified Party may conduct the defense of such claim or the reasonableness of any litigation resulting therefrom, shall be approved amount paid and any agreement made by the Indemnified Party in satisfaction of such claim. If the Indemnified Party defending any claim pursuant to this Section 11.4(b) is a Buyer Indemnified Party, such Indemnified Party shall be entitled to submit an Indemnity Notice, in accordance with and subject to this Section 11.4, for all expenses incurred in connection with such defense as they are incurred by the Indemnified Party, subject to the limitations set forth in this Section 11 and in Section 12.1. Any counsel retained by the Indemnifying Party to undertake the defense of such claim shall be subject to the reasonable satisfaction of the Indemnified Party. If the Indemnifying Party has undertaken the defense of such claim, the Indemnifying Party may not agree to any settlement or compromise of such claim without the prior written consent of the Indemnified Party unless (whose approval A) prior to such settlement or compromise, the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses, (B) the settlement or compromise does not require any admission of liability or wrongdoing by the Indemnified Party, does not involve anything but the one time payment of money and has no adverse impact on the Indemnified Party, and (C) the Indemnifying Party obtains, at no cost to the Indemnified Party, a release executed and delivered by the claiming third party or parties of all claims against the Indemnified Party, which release shall be in form and substance reasonably acceptable to the Indemnified Party. The Indemnified Party may participate (but not unreasonably control) through counsel selected and paid by it in the defense of any claim undertaken by the Indemnifying Party in compliance herewith. (c) Unless, within 15 calendar days following the Indemnifying Party's receipt of an Indemnity Notice, the Indemnifying Party gives written notice to the Indemnified Party (and, if the Indemnifying Party is the Seller, to the Escrow Agent in accordance with the terms of the Escrow Agreement) announcing its intent to contest the assertion of such claim (the "Contest Notice"), such claim shall be withhelddeemed accepted by the Indemnifying Party, subject to the limitations set forth in this Section 11 and Section 12.1. As provided in Section 11.4(b), no Contest Notice may be given if the Indemnifying Party assumes the defense of a third party claim. In the event that a Contest Notice is given to the Indemnified Party, then the parties shall endeavor to settle and compromise such contested claim as between them, and if the parties are unable to agree on a settlement or compromise of such claim within thirty days of the Indemnified Party's receipt of the Contest Notice, then such contested claim shall be settled by arbitration to be held in Philadelphia, Pennsylvania by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, subject to the limitations set forth in this Section 11 and Section 12.1. The determination of the arbitrator(s) shall be delivered in writing to the Indemnifying Party and the Indemnified Party may participate in such defense at such party’s expense (unless (i) and shall be final, binding and conclusive upon all the employment of counsel by such Indemnified Party has been authorized parties hereto, and the amount to be paid by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded be deemed established, subject to the limitations set forth in this Section 11 and Section 12.1. In the event that there may the claim relates to a third party claim that has not yet been resolved, the final amount to be a conflict paid shall be determined upon such resolution, subject to the limitations set forth in this Section 11 and Section 12.1. The fees and expenses of interest the arbitrator(s) incurred in connection with such determination shall be equitably apportioned by such arbitrator(s) between the Indemnifying Party and the Indemnified Party in based upon the defense of such action, in each of extent to which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not Party are determined by such arbitrator(s) to be unreasonably withheldthe prevailing party. For all purposes of this Section 11, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein Buyer and the Seller shall not relieve the Indemnifying Party of its obligations under this Agreement cooperate with and make available to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Partyother party and its representatives all information, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include records and data 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense resolution of such claim and litigation resulting therefromdispute; provided, that neither party shall be required to disclose any (i) confidential or proprietary information, records or data unless the other party shall have first entered into a confidentiality agreement with respect to such confidential or proprietary information, records or data substantially on the terms of the Confidentiality Agreement or (ii) other information, records or data, the disclosure of which would, in the disclosing party’s reasonable discretion, jeopardize any attorney-client privilege.

Claims Procedures. Each (i) If any claim, action at law, or suit in equity is instituted by a current or former stockholder of the Company against an Indemnified Party entitled with respect to be indemnified by the other which an Indemnified Party would qualify for indemnification for any Damages under paragraph (a) of this Section 8.02 (an “"ASSERTION"), such Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof Party shall give written notice to the other Party Company of such Assertion with reasonable promptness. The failure to give the notice required by this paragraph (an “Indemnifying Party”b) promptly after with reasonable promptness shall not relieve the Company of its indemnification obligations hereunder except to the extent that the Company is actually prejudiced as a result of the failure to give such notice. (ii) The Company shall have the right to defend the Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, by appropriate proceedings and shall permit have the Indemnifying Party sole power to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct direct and control the defense of such claim or Assertion. If any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval desires to participate in any such defense it may do so at its sole cost and expense; PROVIDED, HOWEVER, that if the defendants in any such action shall not unreasonably be withheld) and include the Company and/or its officers or directors as well as an Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by and such Indemnified Party has been authorized by shall have received the Indemnifying Party; written advice of counsel that there exist defenses available to such Indemnified Party that are materially different from those available to the Company and/or such officers or (ii) directors, the Indemnified Party shall have the right to select one separate counsel (and one local counsel in such jurisdictions as are necessary), reasonably concluded that there may be a conflict of interest between acceptable to the Indemnifying Party and the Indemnified Party Company, to participate in the defense of such actionaction on its behalf, at the expense of the Company. (iii) The Indemnified Party and the Company shall cooperate with each other to the fullest extent possible in each regard to all matters relating to the Assertion, including corrective actions required by applicable law, assertion of which cases defenses, the Indemnifying Party shall pay determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the reasonable fees like related thereto, access to the books and expenses records of one law firm serving as the Company and its Subsidiaries, and, if necessary, providing the Company and its counsel for with any powers of attorney or other documents required to permit the Company and its counsel to act on behalf of the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (civ) No Indemnifying Party, in Neither the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party nor the Company shall settle any Assertion without the consent of the other party, which approval consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that if such settlement involves the payment of money only and the release of all claims and the Indemnified Party is completely indemnified therefore and nonetheless refuses to consent to entry such settlement, the Company shall cease to be obligated for such Assertion. Any compromise or settlement of any judgment or enter into any settlement which the Assertion under this paragraph (ib) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not shall include as an unconditional term thereof the giving by the claimant or plaintiff in question to such the Company and the Indemnified Party of a release from of all liability liabilities in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefromAssertion.

Claims Procedures. Each Except with respect to Third Party entitled Claims covered by Section 10.4, the party to be indemnified by the other Party this Agreement who wishes to make a Indemnification Claim for Losses pursuant to this Article X (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give written notice to the other Party Seller or the Buyer, as applicable (an the “Indemnifying PartyIndemnitor”), promptly, and in any event no later than thirty (30) promptly days after such Indemnified Party has actual it acquires knowledge of any threatened the fact, event or asserted circumstances giving rise to the claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying PartyLosses, who shall conduct but the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein in this Section 10.3 shall not relieve the Indemnifying Party Indemnitor of its obligations under this Agreement Article X, except to the extent that the such Indemnitor is materially prejudiced by such failure to give notice. Such written notice did shall specify in reasonable detail the factual basis of such claim, state the amount of Losses (or if not result in harm known, a good faith estimate of the amount of Losses) and the method of computation thereof and contain a reference to the Indemnifying Party. provision of this Agreement in respect of which such claim arises. Promptly after written notice of a claim has been provided as set forth above (cand in no event later than thirty (30) No Indemnifying Partydays after the Indemnified Party acquires knowledge of the fact, event or circumstances giving rise to a claim for Losses), the Indemnified Party shall supply the Indemnitor with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the Losses that it asserts it has sustained or incurred, and will permit the Indemnitor to inspect such other records and books in the defense possession of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; , and will allow reasonable access, to relevant personnel, auditors and other Representatives (subject to customary exceptions for legal privilege), in each case relating to the claim and asserted Losses as the Indemnitor shall reasonably request. The Indemnitor shall have a period of thirty (30) days after receipt by the Indemnitor of such notice and such evidence to either agree to the payment of the Losses to the Indemnified Party or (ii) contest the payment of the Losses. If the Indemnitor does not include as an unconditional term thereof agree to or contests the giving by payment of the claimant or plaintiff Losses within such 30-day period, then the Indemnitor shall be deemed not to have accepted the Losses and the Parties shall negotiate in good faith to seek a resolution of such dispute. If the Indemnitor agrees to the payment of the Losses within such 30-day period in accordance with the second preceding sentence, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnified Party the amount of a release from all liability in respect the Losses that is payable pursuant to, and subject to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.limitations set forth in, this Article X.

Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 15.1 or 8.2 15.2 hereof shall give written notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose which approval shall not be unreasonably be withheld) ), and the Indemnified Party may participate in such defense at such partyIndemnified Party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Distribution and License Agreement to the extent that the such failure to give notice did not result in harm prejudice to the Indemnifying Party or the Indemnifying Party.’s insurer; (c) No the Indemnifying Party, in the defense of any such claim or litigation, shallshall not, except with the approval of each the Indemnified Party (which approval shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation.; and (d) Each the Indemnified Party shall furnish such information regarding itself or the claim in question as an the Indemnifying Party may reasonably request in writing writing, and shall be reasonably required in connection with the defense of such claim and or litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 14.1 or 8.2 14.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s 's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.; (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation.. The Indemnified Party shall have no right to settle or compromise any such claim or litigation without the Indemnifying Party's prior written consent; and (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled In the event that the Indemnitee wishes to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof assert a claim for indemnification hereunder it shall give notice to the other Party Company (an “the "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or a written notice thereof (a "Claims Notice"), which shall describe in reasonable detail the facts and circumstances upon which the asserted claim as to which indemnity may be sought, for indemnification is based and shall permit thereafter keep the Indemnifying Party fully informed in all material respects with respect thereto. In the event that such Claims Notice results from a third party claim against the Indemnitee, such Indemnitee shall as soon as practical upon becoming aware of the commencement of proceedings by such third party provide the Indemnifying Party with the Claims Notice and the Indemnifying Party shall have the right to assume the defense of any such claim or any litigation resulting therefromthereof (at its expense) with counsel mutually satisfactory to the parties; provided: (a) That counsel for , however, that the Indemnitee shall have the right to retain its own counsel, at the reasonable expense of the Indemnifying PartyParty within the indemnification limitations herein, who shall conduct if representation of the defense of such claim or any litigation resulting therefrom, shall be approved Indemnitee by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized retained by the Indemnifying Party; Party would be inappropriate due to actual or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest potential differing interests between the Indemnifying Party and any other party represented by such counsel in such proceeding. Failure of the Indemnified Party in the defense of such action, in each of which cases Indemnitee to give the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving notice as counsel for the Indemnified Partysoon as practically possible, which law firm shall be subject or to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice keep it informed as provided herein shall not relieve the Indemnifying Party of any of its obligations under this Agreement hereunder, except to the extent that the failure Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall not be liable for, nor shall it be required to give notice did not result indemnify or hold harmless the Indemnitee in harm to the Indemnifying Party. (c) No Indemnifying Partyconnection with, any settlement effected without its consent in the defense of any such claim or litigationwriting, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party Person entitled to be indemnified by the other a Party (an “"Indemnified Party”Person") pursuant to Section 8.1 Sections 13.1 or 8.2 13.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party Person has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however: (a) That that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party Person (whose approval shall not unreasonably be withheld) and the Indemnified Party Person may participate in such defense at such party’s Party's expense (unless unless: (i) the employment of counsel by such Indemnified Party Person has been authorized by the Indemnifying Party; or (ii) the Indemnified Party Person shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party Person in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the all Indemnified PartyPersons with respect to such action, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The the failure of any Indemnified Party Person to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this License Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.Party or materially compromise the defense of such claim; (c) No no Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement, except with the approval of each Indemnified Person (which approval shall not be unreasonably withheld), except a settlement which (i) would result in injunctive or other relief being imposed against imposes only a monetary obligation on the Indemnified Party; or (ii) does not include Indemnifying Party and which includes 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 claim or litigation.litigation by the claimant or plaintiff to the Indemnified Person; (d) Each each Indemnified Party Person shall furnish such information or reasonable assistance regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom; and (e) no Indemnified Person shall settle or agree to a judgment with respect to such claim or litigation without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld).

Claims Procedures. Each Party entitled (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim by a third party or circumstances which, with the lapse of time, such indemnified Person believes are likely to be give rise to a Claim by a third party or of facts causing any indemnified by the other Party Person to believe it has a Claim for breach hereunder (an “Indemnified PartyAsserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) pursuant to the indemnifying Person. So long as the Claims Notice is given within the applicable survival period set forth in Section 8.1 11.01, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or 8.2 hereof liability hereunder, except to the extent such failure shall give have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered, the specific provisions of this Agreement that were breached and the relevant specific facts and circumstances constituting such breach. The indemnified Person and the indemnifying Person shall keep each other reasonably apprised of any additional information concerning any Asserted Liability. (b) So long as all of the Litigation Conditions remain satisfied, the indemnifying Person shall have the right to participate in the defense of any Asserted Liability arising from a third party action. Without limiting the foregoing, and provided that all of the Litigation Conditions remain satisfied, the indemnifying Person may deliver written notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnified Person to assume the defense of any an Asserted Liability arising from a third party action at the indemnifying Person’s sole cost and expense and by the indemnifying Person’s own counsel, and the indemnified Person shall use commercially reasonable efforts to cooperate in connection with such claim or any litigation resulting therefromdefense; provided: (a) That counsel for the Indemnifying Party, who shall conduct that, with respect to the defense of any Asserted Liabilities for Claims for indemnification under Section 11.2(g) and provided that the Litigation Conditions remain satisfied with respect to such claim or any litigation resulting therefromClaims, Seller as the indemnifying Person shall be approved by deemed to have already delivered such written notice for the Indemnified Party (whose approval shall not unreasonably be withheld) purpose of this Section 11.05 and has assumed the Indemnified Party may participate in defense with respect to such defense at such party’s expense (unless (i) Claims. In the employment of counsel by such Indemnified Party has been authorized by event that the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in indemnifying Person assumes the defense of such actionany Asserted Liability arising from a third party action in accordance with this Agreement, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Partythen, which law firm shall be subject to approvalSection 11.05(c) and so long as all of the Litigation Conditions remain satisfied, not it shall have the right to be unreasonably withheldtake such action as it deems necessary to avoid, by dispute, defend, appeal or make counterclaims pertaining to any such action in the Indemnifying Party); and (b) name and on behalf of the indemnified Person. The failure of any Indemnified Party indemnified Person shall have the right, at its own cost and expense, to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, participate in the defense of any Asserted Liability arising from a third party action with counsel selected by it subject to the indemnifying Person’s right to control the defense thereof; provided that such claim counsel is reasonably acceptable to the indemnified Person. If the indemnifying Person elects not to compromise or litigationdefend such Asserted Liability arising from a third party action or fails to promptly notify the indemnified Person in writing of its election to defend as provided in this Agreement, shallthe indemnified Person may, except with the approval of each Indemnified Party which approval shall not be unreasonably withheldsubject to Section 11.05(c), consent to entry of pay, compromise, defend such action and seek indemnification for any judgment and all Losses based upon, arising from or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff relating to such Indemnified Party of a release from action. The parties shall cooperate with each other in all liability in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required reasonable respects in connection with the defense of any Asserted Liability arising from a third party action, including making available records relating to such claim action and litigation resulting therefromfurnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such action. (c) Notwithstanding any other provision of this Agreement, the indemnifying Person shall not enter into settlement of any Asserted Liability arising from a third party action without the prior written consent of the indemnified Person (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 11.05(c). If a firm offer is made to settle an Asserted Liability arising from a third party action without leading to liability or the creation of a financial or other obligation on the part of the indemnified Person and provides for the unconditional release of the indemnified Person from all liabilities and obligations in connection with such action and the indemnifying Person desires to accept and agree to such offer, the indemnifying Person shall give written notice to that effect to the indemnified Person. If the indemnified Person fails to consent to such firm offer within ten days after its receipt of such notice, the indemnified Person may continue to contest or defend such Asserted Liability arising from a third party action and in such event, the maximum liability of the indemnifying Person as to such Asserted Liability arising from a third party action shall not exceed the amount of such settlement offer plus the reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees) expended by the indemnified Person prior to the indemnifying Person’s assumption of the defense of such Asserted Liability as contemplated in the second sentence of Section 11.05(b). If the indemnified Person fails to consent to such firm offer and also fails to assume defense of such Asserted Liability arising from a third party action, the indemnifying Person may settle such action upon the terms set forth in such firm offer to settle such action. If the indemnified Person has assumed the defense pursuant to Section 11.05(b), it shall not agree to any settlement without the written consent of the indemnifying Person (which consent shall not be unreasonably withheld or delayed). (d) Any Claim by an indemnified Person on account of a Loss which does not result from any Asserted Liability arising from a third party action shall be asserted by the indemnified Person giving the indemnifying Person prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the indemnifying Person of its indemnification obligations, except and only to the extent that the indemnifying Person forfeits rights or defenses by reason of such failure. Such notice by the indemnified Person shall describe the Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the indemnified Person. The indemnifying Person shall have 30 days after its receipt of such notice to respond in writing to such Claim. During such 30-day period, the indemnified Person shall allow the indemnifying Person and its professional advisors to investigate the matter or circumstance alleged to give rise to the Claim and whether and to what extent any amount is payable in respect of the Claim. If the indemnifying Person does not so respond within such 30-day period, the indemnifying Person shall be deemed to have rejected such Claim, in which case the indemnified Person shall be free to pursue such remedies as may be available to the indemnified Person on the terms and subject to the provisions of this Agreement.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 7.1 or 8.2 7.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s 's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 7.3(a) or 8.2 (b) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; , provided: (ai) That that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromthere from, shall be approved by the Indemnified Party (whose which approval shall not be unreasonably be withheld) withheld or delayed), and the Indemnified Party may participate in such defense at such partyIndemnified Party’s expense (unless (iA) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (iiB) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm film serving as counsel for the Indemnified Party, which law firm film shall be subject to approval, not to be unreasonably withheldwithheld or delayed, by the Indemnifying Party); and****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (bii) The the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the such failure to give notice did not result in harm prejudice to the Indemnifying Party or the Indemnifying Party.’s insurer; (ciii) No the Indemnifying Party, in the defense of any such claim or litigation, shallshall not, except with the approval of each the Indemnified Party (which approval shall not be unreasonably withheldwithheld or delayed), consent to entry of any judgment or enter into any settlement which which, (iA) would result in injunctive or other relief being imposed against the Indemnified Party; or (iiB) 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 claim or litigation.; and (div) Each the Indemnified Party shall furnish such information regarding itself or the claim in question as an the Indemnifying Party may reasonably request in writing writing, and shall be reasonably required in connection with the defense of such claim and or litigation resulting therefromthere from.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 6.1 or 8.2 6.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (ai) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s 's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (bii) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.; (ciii) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation.. The Indemnified Party shall have no right to settle or compromise any such claim or litigation without the Indemnifying Party's prior written consent; and (div) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.. ARTICLE VII -- PROGRAM TECHNOLOGY

Claims Procedures. Each Party Promptly upon a party becoming aware of any Claim with respect to which it believes it is entitled to be indemnified by indemnification hereunder, whether under this Section 3.3, Section 7.6, or the other Party provisions hereof, such party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to notify the other Party party (an the “Indemnifying Party”) promptly after in writing of the existence and nature of such Claim, the identity of any third party claimants and a description of the damages and the amount thereof relating to such Claim (the “Claim Notice”). The Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may shall be sought, and shall permit the Indemnifying Party to assume responsible for the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for Claim unless the Indemnifying Party, who shall conduct upon reasonable notice, requests that the defense of such claim or any litigation resulting therefrom, shall a Claim be approved by tendered to the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless Indemnifying Party. If: (i) the employment defense of counsel by a Claim is so tendered and within ten (10) Business Days thereafter such Indemnified Party has been authorized tender is accepted by the Indemnifying Party; or or (ii) within ten (10) Business Days after the date on which the Claim Notice has been given pursuant to this Section 3.3(d), the Indemnifying Party shall acknowledge in writing to the Indemnified Party its obligation to provide an indemnity as provided in this Section 3.3 and assume the defense of the Claim; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Claim. The Indemnified Party shall have the right to be represented by counsel at the Indemnified Party’s expense, subject to the limitations hereof, in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Claim if it shall fail to diligently contest and defend the Claim after written notice or demand by the Indemnified Party. So long as the Indemnifying Party has not lost its right and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided, that at least five (5) Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Partyconsented thereto, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval consent shall not be unreasonably withheld, consent conditioned or delayed. All expenses (including without limitation attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party; provided that, if the Indemnifying Party is the Seller, such expenses shall be paid or reimbursed to entry the Indemnified Party solely out of the Indemnity Amount and the Seller will have no obligation hereunder in excess of such amount. Notwithstanding the foregoing, in connection with any judgment or settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (x) enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a full and complete release from all liability in respect to of such claim or litigation. , (dy) Each enter into any settlement that attributes by its terms liability or wrongdoing to the Indemnified Party or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Section 3.3 shall relieve it of such obligations to the extent they exist. If the Indemnifying Party fails to accept a tender of, or assume, the defense of a Claim pursuant to this Section 3.3(d), or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Claim or if there is a legal conflict, the Indemnified Party shall furnish have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such information regarding itself Claim, and may settle such Claim, either before or after the claim in question initiation of litigation, at such time and upon such terms as an the Indemnified Party deems fair and reasonable; provided, that the Indemnified Party will not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If, pursuant to this Section 3.3, the Indemnified Party so contests, defends, litigates or settles a Claim for which it is entitled to indemnification hereunder as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party may reasonably request in writing for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses; provided that, if the Indemnifying Party is the Seller and the matter relates to a matter subject to indemnity by Seller pursuant to clause (a) of the first paragraph of Section 3.3(b) (other than a breach of Sections 5.1(a) or 5.1(b) hereof and subject to the last paragraph of Section3.3(b)), such expenses shall be reasonably required reimbursable to the Indemnified Party solely out of the Indemnity Amount and the Seller will have no obligation hereunder in connection with the defense excess of such claim and litigation resulting therefromamount.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel All claims under Section 7.2 shall be made and resolved in accordance with the procedures provided in the Indemnity Escrow Agreement. (b) All claims for the Indemnifying indemnification under Section 7.3 involving third party claims against Stockholder Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Stockholder Indemnified Party, who shall conduct the defense of and if such claim or any litigation resulting therefrom, shall be approved by the Stockholder Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in intends to seek indemnity with respect thereto under this Article VII, such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Stockholder Indemnified Party shall have reasonably concluded that there may be a conflict of interest between promptly notify the Indemnifying Party and the Indemnified Party in the defense Parent of such action, claims. The failure to provide such notice shall not result in each a waiver of which cases any right to indemnification hereunder except to the Indemnifying Party shall pay extent the reasonable fees and expenses of one law firm serving as counsel for the indemnifying party is actually materially prejudiced by such failure. With respect to a claim by a Stockholder Indemnified Party, which law firm Parent shall be subject to approvalundertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Stockholder Indemnified Party shall cooperate with it in connection therewith. Parent shall not, except with the consent of the Stockholder Indemnified Party, not to be unreasonably withheldwithheld or delayed, by the Indemnifying Party); and (b) The failure of enter into any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim settlement or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which that (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the claimant Person or plaintiff Persons asserting such claim to such Stockholder Indemnified Party of a an unconditional release from all liability in with respect to such claim claim, or litigation(ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Stockholder Indemnified Party. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled (a) An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder (a "Claim"). If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereto to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the other Party failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within twenty (an “Indemnified Party”20) pursuant to Section 8.1 or 8.2 hereof business days after receiving such notice the indemnifying party shall give written notice to the other Party indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. (an “Indemnifying Party”b) promptly after such Indemnified Party has actual knowledge The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of any threatened each indemnified party, which consent shall not be unreasonably withheld or asserted claim delayed) as long as the indemnifying party is conducting a good faith and diligent defense. Each indemnified party shall at all times have the right to which indemnity may be sought, and shall permit the Indemnifying Party to assume participate fully in the defense of any such a third party claim or any litigation resulting therefromliability at its own expense directly or through counsel; provided: (a) That , however, that if the named parties to the action or proceeding include either both the indemnifying party and/or one or more indemnified parties and an indemnified party is reasonably advised by a third party lawyer that representation of both parties by the same counsel for would be inappropriate under applicable standards of professional conduct, an indemnified party may engage separate counsel. If no such timely notice of intent to defend a third party claim or liability is given by the Indemnifying Partyindemnifying party, who or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall conduct have the right, at the expense of the indemnifying party, to undertake the defense of such claim or any litigation resulting therefrom, shall be approved liability (with counsel selected by the Indemnified Party (whose approval indemnified party with the consent of the indemnifying party which consent shall not be unreasonably withheld or delayed). In no circumstances shall the indemnifying party be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall required to pay the reasonable fees and expenses of more than one law firm serving as counsel for the Indemnified Party, indemnified party. The indemnified party shall obtain the written consent of the indemnifying party (which law firm consent shall be subject to approval, not to be unreasonably withheld, withheld or delayed) prior to compromising or settling such claim or liability. If the third party claim or liability is one that by its nature cannot be defended solely by the Indemnifying Party); and (b) The failure indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Partyindemnifying party. (c) No Indemnifying PartyThe indemnified party shall take all reasonable steps to mitigate all Losses, in the defense including, but not limited to, availing itself of any defenses, limitations, rights of contribution, claims against third parties and other rights at law (it being understood that any out of pocket costs reasonably paid to third parties in connection with such claim or litigationmitigation shall constitute Losses), shalland shall provide such evidence and documentation of the nature and extent of any Loss as may be reasonably requested by the indemnifying party. (d) An indemnifying party shall not, except with without the approval of each Indemnified Party written consent (which approval shall not be unreasonably withheldwithheld or delayed) of the indemnified party or parties, settle or compromise any indemnifiable Losses or permit a default or consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by unless the claimant and the indemnifying party provide to the indemnified party or plaintiff to such Indemnified Party of a parties an unqualified release from all liability in respect of the claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the indemnifying party notifies the indemnified party in writing of the indemnifying party's willingness to accept the settlement offer and make the entire payment required, and the indemnified party declines to accept such offer, the indemnified party may continue to defend such claim at its own expense, free of any participation by the indemnifying party, and the amount of any ultimate liability with respect to such indemnifiable claim that the indemnifying party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the indemnified party declined to accept or litigation(ii) the aggregate Losses of the indemnified party with respect to such claim. If the indemnifying party makes any payment on any claim, the indemnifying party shall be subrogated, to the extent of such payment, to all rights and remedies of the indemnified party to any insurance benefits or other claims of the indemnified party with respect to such claim. (de) Each Indemnified Party Absent fraud or criminal activity, the remedies provided for in this Article VIII shall furnish such information regarding itself or constitute the claim in question as an Indemnifying Party may reasonably request in writing sole and shall be reasonably required in connection with exclusive remedy for any claims made for breach of the defense of such claim representations and litigation resulting therefromwarranties contained herein.

Claims Procedures. Each Party entitled to be indemnified by the other Party (a) Any party making a claim for indemnification under this Section 6.04 (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall must give notice to the other Party indemnifying party (an the “Indemnifying Party”) promptly written notice of such claim describing such claim and the nature and amount of the Loss, to the extent that the nature and amount thereof are determinable at such time (a “Claim Notice”), within thirty (30) days after such the Indemnified Party has actual knowledge of receives notice from a third party with respect to any threatened or asserted matter which may give rise to a claim as to which indemnity may be sought, and shall permit for indemnification against the Indemnifying Party (a “Third Party Claim”) or otherwise discovers the liability, obligation or facts giving rise to assume the defense of any such claim or any litigation resulting therefromfor indemnification; provided: (a) That counsel for , that the Indemnifying Party, who shall conduct the defense of such claim failure to notify or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate delay in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between notifying the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall will not relieve the Indemnifying Party of its obligations under this Agreement Section 6.04 except to the extent the Indemnifying Party is materially prejudiced as a result thereof. Within thirty (30) days after receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party may assume the defense of such matter; provided, that (i) the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party, (ii) the Indemnified Party may participate in the defense of such claim, at its own expense, with co-counsel of its choice to the extent that the failure to give notice did Indemnified Party believes in its sole discretion that such matter shall affect its ongoing business and (iii) the Indemnifying Party may not result in harm consent to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which (ix) would result in injunctive or includes damages other relief being imposed against the Indemnified Party; than monetary damages or (iiy) does not include as an unconditional term thereof a provision whereby the giving by plaintiff or claimant in the claimant or plaintiff to such matter releases the Indemnified Party of a release from all liability and obligations with respect thereto. If, within such thirty (30) day period, the Indemnifying Party does not assume the defense of such matter, the Indemnified Party may defend against the matter in any manner that it reasonably may deem appropriate and may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter without the consent of the Indemnifying Party, such claim consent not to be unreasonably withheld, conditioned or litigation. (d) Each delayed. The Indemnified Party shall furnish such information regarding itself or cooperate with the claim in question as an Indemnifying Party may reasonably request in writing all matters arising under this Article VI. Notwithstanding any other provision of this Agreement, any costs and shall be reasonably required expenses relating to the investigation, settlement and defense, including court costs and attorneys’ fees, incurred or suffered by the Indemnified Party in connection with the defense of any Third Party Claim alleging matters that would constitute a breach or inaccuracy of a representation or any other indemnifiable matter specified in Section 6.02(a) or Section 6.02(b), whether or not it is ultimately determined that there was such claim a breach or inaccuracy or indemnifiable matter, will constitute indemnifiable Losses subject to indemnification under Section 6.02(a) or Section 6.02(b), it being understood that such indemnifiable Losses will be subject to the same limitations that correspond to the applicable representation or indemnifiable matter to which the allegations in the Third Party Claim relate. (b) From and litigation resulting therefromafter the Closing, any indemnification to which a Buyer Indemnified Party is entitled under this Agreement as a result of any Loss pursuant to any breach pursuant to Section 6.02(a) shall be satisfied by solely recouping all or any portion of such Loss by automatically forfeiting each Stockholder’s (or any of its transferees) Buyer Shares on a pro rata basis (or any amounts otherwise distributable in respect thereof at any time) based on the Buyer Per Share Price. (c) From and after the Closing, any indemnification to which a Buyer Indemnified Party is entitled under this Agreement as a result of any Loss pursuant to any breach pursuant to Section 6.02(b) by a Stockholder shall be satisfied solely by recouping all or any portion of such Loss by automatically forfeiting such breaching Stockholder’s (or any of its transferees) Buyer Shares (or any amounts otherwise distributable in respect thereof at any time) based on a value of $6.19 per share.

Claims Procedures. Each Party (a) Any party entitled to indemnification hereunder (the "Indemnitee") shall notify the party liable for such indemnification (the "Indemnitor") in writing of any Loss which the Indemnitee has determined has given or could give rise to a claim for indemnification under this Agreement. Such notice (a "Notice of Claim") shall specify in reasonable detail, so far as the Indemnitee is able to do so, the nature and any particulars of any such claim giving rise to a right of indemnification (including the amount thereof, so far as the Indemnitee is able to do so). Any Notice of Claim shall be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) given promptly after such Indemnified Party Indemnitee has actual knowledge of the Loss, and in no event more than 45 calendar days after such knowledge (or, in the case of a Loss involving filing of a complaint or other pleading, such Notice of Claim shall be given to allow reasonable time for the Indemnitor to answer or otherwise respond to such pleading). Failure or delay of the Indemnitee to give such notice shall relieve the Indemnitor of any threatened liability to the extent actual prejudice results. The Indemnitee shall permit access (or asserted claim as ensure that any relevant Affiliate permits access) by the Indemnitor or its representatives to which indemnity may be soughtall personnel, records and other materials reasonably required by them for their use in connection with any Claim, and shall permit cooperate with the Indemnifying Party Indemnitor in connection with all such Claims as reasonably required by the Indemnitor. (b) With respect to any suit, cause of action, legal or administrative proceeding, arbitration, demand or claim by a third party (a "Claim") that could give rise to indemnification under this Agreement, the Indemnitor shall defend (in the name of the Indemnitee, if necessary), at its own expense with attorneys of its own selection (and who shall be reasonably satisfactory to the Indemnitee), any such Claim, and the Indemnitee shall not settle any such Claim without the Indemnitor's written consent; provided, that if any Indemnitor is not defending such Claim within 30 calendar days after having been afforded the opportunity to do so in accordance with this Section, then the Indemnitee shall have the right to reasonably defend the Claim in such manner as it may deem appropriate at the cost and expense of the Indemnitor, and the Indemnitor shall promptly reimburse the Indemnitee therefor in accordance with this Agreement, and the Indemnitor's consent to any proposed settlement shall not be unreasonably withheld. Notwithstanding the assumption by the Indemnitor of the defense of any Claim as provided in this Section 3.4, the Indemnitee shall be permitted to participate in the defense of such Claim and to employ counsel at its own expense (subject to the right of the Indemnitor to control and direct such defense). (c) If the Indemnitor does not assume the defense of any such claim or Claim, then any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party the Indemnitee to give notice as provided herein defend shall not relieve the Indemnifying Party Indemnitor of its obligations under this Agreement hereunder; provided that the Indemnitee shall have given the Indemnitor notice of its intention not to defend and afforded the Indemnitor the opportunity to assume the defense within such period as may be reasonable (taking into consideration when determining whether such period is reasonable, the time when notice was given to the extent Indemnitee by the Indemnitor that the failure to give notice such Indemnitor did not result in harm intend to the Indemnifying Party. (c) No Indemnifying Party, in assume the defense thereof). Notwithstanding any other provision of this Section 3.4, no Indemnitor shall settle any Claim without the consent of the Indemnitee if such claim or litigationsettlement would involve an admission by the Indemnitee of criminal liability, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment equitable order or enter into any settlement which (i) would result in injunctive injunction or other relief being imposed against otherwise materially and adversely affect the Indemnified Party; Indemnitee or (ii) 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 claim or litigationits subsidiaries. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 7.1 or 8.2 7.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s 's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Research Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to be give rise to a Claim or Proceeding by a third party or of facts causing any indemnified by the other Party Person to believe it has a Claim for breach hereunder (an “Indemnified PartyAsserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) pursuant to Section 8.1 or 8.2 hereof the relevant indemnifying Person, provided that in any event, such indemnified Person shall give notice the Claims Notice to the other Party indemnifying Person no later than the later of (an “Indemnifying Party”i) promptly 30 days after becoming aware of such Indemnified Party has actual knowledge Asserted Liability or (ii) 10 days after the filing of any threatened the next Quarterly Report on Form 10-Q or asserted claim as to which indemnity may be soughtAnnual Report on Form 10-K of ▇▇▇▇▇ Corporation that is filed after Buyer becomes aware of such Asserted Liability. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall permit indicate the Indemnifying Party amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability. (b) As to an Asserted Liability arising from a third party action, the indemnifying Person shall be, subject to the limitations set forth in this Section 9.5, entitled to assume control of and appoint lead counsel for such defense; provided, however, that the indemnifying Person shall not have the right to assume control of the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless Asserted Liability (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure object of such Asserted Liability is to obtain an injunction, restraining order, declaratory relief or other non-monetary relief against the indemnified Person which, if successful, would materially adversely affect the Business, operations, Assets, or financial condition of the indemnified Person, or (ii) if the named parties to any such action or proceeding (including any impleaded parties) include both indemnified Persons and the indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the indemnifying Person) that there are one or more legal or equitable defenses available to them that are different from or additional to those available to indemnifying Persons; provided, further, however, that to exercise such rights the indemnifying Person must give notice did not result in harm to the Indemnifying Partyindemnified Person within 90 days after receipt of any such Claims Notice whether it is assuming control of and appointing lead counsel for such defense. If the indemnifying Person does not give such notice within such 90-day period, then the indemnified Person shall have the right to assume control of the defense thereof at the cost and expense of the indemnifying Person, subject to the limitations of liability and other limits set forth in Section 9.3(a). (c) No Indemnifying Party, in If the indemnifying Person shall assume the control of the defense of any such claim or litigation, shall, except the Asserted Liability in accordance with the approval provisions of each Indemnified Party this Section 9.5, (i) the indemnifying Person shall obtain the prior written consent of the indemnified Person (which approval shall not be unreasonably withheld, consent to entry of any judgment conditioned or enter delayed) before entering into any settlement, compromise, admission or acknowledgement of the validity of such Asserted Liability if the settlement which (i) would result in does not unconditionally release the indemnified Person and, if applicable, any of the affected Companies, from all liabilities and obligations with respect to such Asserted Liability or the settlement imposes any non-monetary, injunctive or other equitable relief being imposed against the Indemnified Party; or indemnified Person or, if applicable, any Company and (ii) does not include as an unconditional term thereof the giving by indemnified Person shall be entitled to participate, at its own cost and expense, in the claimant or plaintiff defense of such Asserted Liability and to employ separate counsel of its choice for such Indemnified Party of a release from all liability in respect to such claim or litigationpurpose. (d) Each Indemnified Party If the indemnified Person shall furnish assume the control of the defense of any Asserted Liability in accordance with the provisions of this Section 9.5, (i) the indemnified Person shall obtain the prior written consent of the indemnifying Person (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, compromise, admission or acknowledgement of the validity of such information regarding itself or Asserted Liability and (ii) the claim in question as an Indemnifying Party may reasonably request in writing and indemnifying Person shall be reasonably required entitled to participate, at its cost and expense, in connection with the defense of such claim Asserted Liability and litigation resulting therefromto employ separate counsel of its choice for such purpose. (e) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Asserted Liability arising from a third party action and shall furnish or cause to be furnished such records, information and testimony (subject to any applicable confidentiality agreement), and attend such conferences, discovery proceedings, hearings, trials or appeals as may be reasonably requested in connection therewith.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 7.1 or 8.2 7.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s 's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Research Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.. CONFIDENTIAL TREATMENT REQUESTED

Claims Procedures. Each Party entitled (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to be give rise to a Claim or Proceeding by a third party or of facts causing any indemnified by the other Party Person to believe it has a Claim for breach hereunder (an “Indemnified PartyAsserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be soughtrelevant indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall permit indicate the Indemnifying Party amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability. (b) As to an Asserted Liability arising from a third party action, the indemnifying Person shall be, subject to the limitations set forth in this Section 9.5, entitled to assume control of and appoint lead counsel for such defense; provided, however, that the indemnifying Person shall not have the right to assume control of the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless Asserted Liability (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure object of such Asserted Liability is to obtain an injunction, restraining order, declaratory relief or other non-monetary relief against the indemnified Person which, if successful, would materially adversely affect the Business, operations, Assets, or financial condition of the indemnified Person, or (ii) if the named parties to any such action or proceeding (including any impleaded parties) include both indemnified Persons and the indemnifying Person and the former shall have been advised in writing by counsel (with a copy to the indemnifying Person) that there are one or more legal or equitable defenses available to them that are different from or additional to those available to indemnifying Persons; provided, further, however, that to exercise such rights the indemnifying Person must give notice did not result in harm to the Indemnifying Partyindemnified Person within 90 days after receipt of any such Claims Notice whether it is assuming control of and appointing lead counsel for such defense. If the indemnifying Person does not give such notice within such 90-day period, then the indemnified Person shall have the right to assume control of the defense thereof at the cost and expense of the indemnifying Person, subject to the limitations of liability and other limits set forth in Section 9.3(a). (c) No Indemnifying Party, in If the indemnifying Person shall assume the control of the defense of any such claim or litigation, shall, except the Asserted Liability in accordance with the approval provisions of each Indemnified Party this Section 9.5, (i) the indemnifying Person shall obtain the prior written consent of the indemnified Person (which approval shall not be unreasonably withheld, consent to entry of any judgment conditioned or enter delayed) before entering into any settlement, compromise, admission or acknowledgement of the validity of such Asserted Liability if the settlement which (i) would result in does not unconditionally release the indemnified Person and, if applicable, any of the affected Companies, from all liabilities and obligations with respect to such Asserted Liability or the settlement imposes any non-monetary, injunctive or other equitable relief being imposed against the Indemnified Party; or indemnified Person or, if applicable, any Company and (ii) does not include as an unconditional term thereof the giving by indemnified Person shall be entitled to participate, at its own cost and expense, in the claimant or plaintiff defense of such Asserted Liability and to employ separate counsel of its choice for such Indemnified Party of a release from all liability in respect to such claim or litigationpurpose. (d) Each Indemnified Party If the indemnified Person shall furnish assume the control of the defense of any Asserted Liability in accordance with the provisions of this Section 9.5, (i) the indemnified Person shall obtain the prior written consent of the indemnifying Person (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, compromise, admission or acknowledgement of the validity of such information regarding itself or Asserted Liability and (ii) the claim in question as an Indemnifying Party may reasonably request in writing and indemnifying Person shall be reasonably required entitled to participate, at its cost and expense, in connection with the defense of such claim Asserted Liability and litigation resulting therefromto employ separate counsel of its choice for such purpose. (e) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Asserted Liability arising from a third party action and shall furnish or cause to be furnished such records, information and testimony (subject to any applicable confidentiality agreement), and attend such conferences, discovery proceedings, hearings, trials or appeals as may be reasonably requested in connection therewith.

Claims Procedures. Each Party Promptly upon a party becoming aware of any Claim with respect to which it believes it is entitled to be indemnified by indemnification hereunder, whether under this Section 3.03, Section 7.07, or the other Party provisions hereof, such party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to notify the other Party party in writing of the existence and nature of such Claim, the identity of any third party claimants and a description of the damages and the amount thereof relating to such Claim (an the “Indemnifying PartyClaim Notice”) promptly after such ). The Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may shall be sought, and shall permit the Indemnifying Party to assume responsible for the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for Claim unless the Indemnifying Party, who shall conduct upon reasonable notice, requests that the defense of such claim or any litigation resulting therefrom, shall a Claim be approved by tendered to the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless Indemnifying Party. If: (i) the employment defense of counsel by a Claim is so tendered and within ten (10) Business Days thereafter such Indemnified Party has been authorized tender is accepted by the Indemnifying Party; or or (ii) within ten (10) Business Days after the date on which the Claim Notice has been given pursuant to this Section 3.03(d), the Indemnifying Party shall acknowledge in writing to the Indemnified Party its obligation to provide an indemnity as provided in this Section 3.03 and assume the defense of the Claim; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Claim. The Indemnified Party shall have the right to be represented by counsel at the Indemnified Party’s expense, subject to the limitations hereof, in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Claim if it shall fail to diligently contest and defend the Claim. So long as the Indemnifying Party has not lost its right and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided, that at least five (5) Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Partyconsented thereto, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval consent shall not be unreasonably withheld, consent conditioned or delayed. All expenses (including without limitation attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party; provided, that, except as otherwise expressly provided herein, if the Indemnifying Party is the Seller, such expenses shall be paid or reimbursed to entry the Indemnified Party solely out of the Indemnity Amount and the Seller will have no obligation hereunder in excess of such amount. Notwithstanding the foregoing, in connection with any judgment or settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (x) enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect to of such claim or litigation. , (dy) Each enter into any settlement that attributes by its terms liability or wrongdoing to the Indemnified Party or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or Proceeding with prejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Section 3.03 shall relieve it of such obligations to the extent they exist. If the Indemnifying Party fails to accept a tender of, or assume, the defense of a Claim pursuant to this Section 3.03(d), or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Claim or if there is a legal conflict, the Indemnified Party shall furnish have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such information regarding itself Claim, and may settle such Claim, either before or after the claim in question initiation of litigation, at such time and upon such terms as an the Indemnified Party deems fair and reasonable; provided, that, the Indemnified Party will not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If, pursuant to this Section 3.03, the Indemnified Party so contests, defends, litigates or settles a Claim for which it is entitled to indemnification hereunder as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party may reasonably request in writing for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses; provided, that if the Indemnifying Party is the Seller and the matter relates to a matter subject to indemnity by Seller pursuant to clause (a) of Section 3.03(b) (other than a breach of Sections 10.01(a), 10.01(b), 10.01(c), 10.01(d) 10.01(g), 10.01(v) and 10.01(z) hereof), such expenses shall be reasonably required reimbursable to the Indemnified Party solely out of the Indemnity Amount, and the Seller will have no obligation hereunder in connection with the defense excess of such claim and litigation resulting therefromamount.

Claims Procedures. Each Party entitled to be indemnified In the case of any Damages for which indemnification is sought hereunder, the party seeking indemnification (the "Indemnitee") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the existence and nature of such Damages, as well as the claim, demand, action or proceeding, if any, out of which the Damages arise (a "Claim"); provided, however, that no failure or delay by the other Party (an “Indemnified Party”) pursuant to Section 8.1 Indemnitee in the performance of the foregoing shall reduce or 8.2 hereof shall give notice to otherwise affect the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge obligation of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume indemnify and hold the Indemnitee harmless, except to the extent the Indemnitee's failure to give or delay in giving the required notice materially impairs the Indemnifying Party's ability to indemnify or defend or to mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failure to give or delay in giving the required notice. If such Damages arise out of a Claim by a third person, the Indemnitee must give the Indemnifying Party a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party's sole cost and expense and with counsel of its own selection, and the Indemnifying Party shall pay any resulting settlements (including all associated Damages), satisfy any judgments or comply with any decrees; provided, further, however, that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole cost and expense so long as such participation occurs without hindering or impairing the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party. Notwithstanding the foregoing, who shall conduct without the defense prior written consent of such claim or any litigation resulting therefromthe Indemnitee, shall be approved by the Indemnified Indemnifying Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless compromise or settle any Claim if (i) the employment of counsel by such Indemnified Party has been authorized by terms thereof impose any liability or obligations on the Indemnifying Party; Indemnitee, or (ii) the Indemnified terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to defend, the Indemnitee shall have reasonably concluded that there may the right, but not the obligation, and without waiving any rights against the Indemnifying Party, to undertake the defense of, and with the consent of the Indemnifying Party (such consent not to be a conflict withheld unreasonably), to compromise or settle the Claim on behalf, for the account, and at the risk and expense, of interest between the Indemnifying Party and shall be entitled to collect the Indemnified Party in the defense amount of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees any settlement or judgment or decree and all costs and expenses of one law firm serving as counsel for the Indemnified Party(including, which law firm shall be subject to approvalwithout limitation, not to be unreasonably withheld, by reasonable attorney's fees) in connection therewith from the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice . Except as provided herein in the preceding sentence, the Indemnitee shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Partycompromise or settle any Claim. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party Promptly upon a party becoming aware of any Claim with respect to which it believes it is entitled to be indemnified by indemnification hereunder, whether under this Section 3.3, Section 7.7, or the other Party provisions hereof, such party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to notify the other Party party in writing of the existence and nature of such Claim, the identity of any third party claimants and a description of the damages and the amount thereof relating to such Claim (an the “Indemnifying PartyClaim Notice”) promptly after such ). The Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may shall be sought, and shall permit the Indemnifying Party to assume responsible for the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for Claim unless the Indemnifying Party, who shall conduct upon reasonable notice, requests that the defense of such claim or any litigation resulting therefrom, shall a Claim be approved by tendered to the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless Indemnifying Party. If: (i) the employment defense of counsel by a Claim is so tendered and within fifteen (15) Business Days thereafter such Indemnified Party has been authorized tender is accepted by the Indemnifying Party; or or (ii) within fifteen (15) Business Days after the date on which the Claim Notice has been given pursuant to this Section 3.3(d), the Indemnifying Party shall acknowledge in writing to the Indemnified Party its obligation to provide an indemnity as provided in this Section 3.3 and assume the defense of the Claim; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Claim. The Indemnified Party shall have the right to be represented by counsel at the Indemnified Party’s expense, subject to the limitations hereof, in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Claim if it shall fail to diligently contest and defend the Claim. So long as the Indemnifying Party has not lost its right and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided, that at least five (5) Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Partyconsented thereto, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval consent shall not be unreasonably withheld, conditioned or delayed. All expenses (including without limitation attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party; provided that, if the Indemnifying Party is the Seller, such expenses in excess of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) in the aggregate shall upon the written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed, be paid or reimbursed to entry the Indemnified Party solely out of the Indemnity Amount held in the Escrow Account, and the Seller will have no obligation hereunder in excess of such amount. Notwithstanding the foregoing, in connection with any judgment or settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (x) enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect to of such claim or litigation. , (dy) Each enter into any settlement that attributes by its terms liability or wrongdoing to the Indemnified Party or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or Proceeding with prejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Section 3.3 shall relieve it of such obligations to the extent they exist. If the Indemnifying Party fails to accept a tender of, or assume, the defense of a Claim pursuant to this Section 3.3(d), or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Claim, the Indemnified Party shall furnish have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such information regarding itself Claim, and may settle such Claim, either before or after the claim in question initiation of litigation, at such time and upon such terms as an the Indemnified Party deems fair and reasonable; provided, that, the Indemnified Party will not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If, pursuant to this Section 3.3, the Indemnified Party so contests, defends, litigates or settles a Claim for which it is entitled to indemnification hereunder as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party may reasonably request in writing for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses; provided that, if the Indemnifying Party is the Seller, such expenses shall be reasonably required reimbursable to the Indemnified party solely out of the Indemnity Amount held in connection with the defense Escrow Account, and the Seller will have no obligation hereunder in excess of such claim and litigation resulting therefromamount.

Claims Procedures. Each (a) With respect to any claim for indemnification under this Article IX that is not a Third Party entitled to be indemnified by Claim (a “Direct Claim”), the other Indemnifying Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give have [*] after its receipt of the written notice to respond in writing to such Direct Claim. During such [*], the other Covered Party (an “shall allow the Indemnifying Party”) promptly after such Indemnified Party has actual knowledge and its Representatives to, upon reasonable advance notice, have reasonable access, during normal business hours, to the financial books, records and personnel of any threatened or asserted claim as the Company Group in order to which indemnity may be sought, and shall permit allow the Indemnifying Party to assume investigate the defense matter or circumstance alleged to give rise to the Direct Claim (which access shall not interfere with the normal operations of the businesses of the Company Group), and whether and to what extent any amount is payable in respect of the Direct Claim and the Covered Party shall reasonably cooperate in good faith with the Indemnifying Party’s investigation by giving such claim information and assistance as the Indemnifying Party or any litigation resulting therefromof its Representatives may reasonably request; provided:, however, that the Covered Party may restrict or otherwise prohibit access to (i) any document or information that is subject to attorney-client privilege if making available such document or information [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. would result in a violation or waiver of such privilege, (ii) any document or information if making available such document or information would result in violation of Law, or (iii) any competitively sensitive documents or information, in each case, as reasonably determined by the Covered Party in its good faith sole discretion. If the Indemnifying Party does not so respond within such [*], the Indemnifying Party shall be deemed to have accepted such claim, in which case the Covered Party shall be free to pursue such remedies as may be available to the Covered Party on the terms and subject to the provisions of this Agreement. (b) With respect to any Third Party Claim (a) That counsel for that seeks as recovery solely the payment of money damages, (b) that will not result in the Covered Party becoming subject to injunctive or other relief or otherwise adversely affect the business or reputation of the Covered Party or any of its Affiliates (including with respect to the Purchaser Indemnified Parties, following the Closing, each member of the Company Group) in any manner, (c) that does not involve Taxes, any allegation of criminal conduct or potential enforcement penalties by any Governmental Authority, and (d) if the Covered Party is a Purchaser Indemnified Party, the amount of which is not reasonably likely to exceed the Cap Amount, the Indemnifying Party shall have [*] of the Claim Notice with respect to such Third Party Claim to deliver to the Covered Party a written acknowledgement that (i) such Third Party Claim is an indemnifiable claim for which it is liable under this Article IX, subject to the limitations set forth in this Article IX, and (ii) it will undertake, conduct and control (in accordance with the terms hereof), through counsel of its own choosing (provided that such counsel must be reasonably acceptable to the Covered Party) and at its own expense, who the settlement or defense thereof, the Indemnifying Party shall have the right to conduct and control the settlement or defense of such claim or any litigation resulting therefrom, Third Party Claim. The Covered Party shall be approved by reasonably cooperate with the Indemnified Indemnifying Party (whose approval shall not unreasonably be withheld) and the Indemnified Party its counsel in connection therewith and may participate in such settlement or defense through counsel chosen by such Covered Party and paid at such party’s expense (unless (i) its own expense; provided, however, that, if in the employment reasonable opinion of counsel by such Indemnified Party has been authorized by for the Indemnifying Covered Party; or (ii) the Indemnified Party shall have reasonably concluded that , there may be is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such actionCovered Party, in each of which cases the Indemnifying Party shall pay the be responsible for reasonable fees and expenses of one law firm serving as counsel for to such Covered Party in connection with such settlement or defense. The Covered Party shall not consent to the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure entry of any Indemnified judgment or pay or settle any such Third Party Claim without the consent of (x) the Seller with respect to give notice as provided herein shall not relieve claims where the Seller is the Indemnifying Party of its obligations under this Agreement and where a Purchaser Indemnified Party is the Covered Party or (y) Purchaser with respect to the extent that the failure to give notice did not result in harm to claims where Purchaser is the Indemnifying Party. Party (c) No Indemnifying Party, which consent in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval either case shall not be unreasonably withheld, consent conditioned or delayed), subject to entry the last clause of this Section 9.4. If the Indemnifying Party does not so notify the Covered Party within such [*] (or the Indemnifying Party notifies the Covered Party that it disputes such indemnification claim during such [*]), the Covered Party shall have the right to undertake, at the Indemnifying Party’s cost, risk and expense (in all cases, subject to the limitations set forth in this Article IX), the defense or settlement of such Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided, however, that the Indemnifying Party may participate in such settlement or defense through counsel chosen by such Indemnifying Party and paid at its own expense. The Indemnifying Party shall (A) reasonably cooperate with the Covered Party and its counsel in connection with the settlement or defense of any judgment Third Party Claim for which the Covered Party undertakes the defense or settlement and (B) [*] upon the written request of the Covered Party (and [*] of such request and delivery of invoices or other reasonable supporting documentation), pay the Covered Party [*] for the reasonable costs of settling or defending against such Third Party Claim (including reasonable attorneys’ fees and expenses). The Indemnifying Party shall not, except with the consent of the Covered Party, enter into any settlement which of a Third Party Claim that (i1) would result in injunctive or other relief being imposed against is not exclusively monetary, (2) includes an admission of fault by any Covered Party, (3) shall not be paid entirely by the Indemnified Party; Indemnifying Party or (ii4) does not include as an unconditional term thereof the giving by the claimant Person or plaintiff Persons asserting such claim to such Indemnified Party all Covered Parties of a an unconditional release from all liability in Liability with respect to such claim or litigationconsent to entry of any judgment. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each A Party entitled (the “Indemnitee”) which intends to be indemnified by claim indemnification under this Article XI shall notify the other Party (an the “Indemnified PartyIndemnitor”) pursuant within a reasonable time in writing of any action, claim or liability in respect of which the Indemnitee believes it is entitled to Section 8.1 or 8.2 hereof shall claim indemnification, provided that the failure to give timely notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of Indemnitor shall not release the indemnitor from any threatened or asserted claim as liability to which indemnity may be soughtthe Indemnitee to the extent the Indemnitor is not prejudiced thereby. The Indemnitor shall have the right, and shall permit by written notice to the Indemnifying Party Indemnitee, to assume the defense of any such action or claim within the fifteen (15) day period by providing such notice within 15 days after the Indemnitor’s receipt of notice of any action or any litigation resulting therefrom; provided: (a) That claim with counsel for of the Indemnifying Party, who shall conduct Indemnitor’s choice and at the sole cost of the Indemnitor. If the Indemnitor does not so assume the defense of such claim or any litigation resulting therefromclaim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) Indemnitee may assume such defense with counsel of its choice and at the Indemnified Party sole cost of the Indemnitor. If the Indemnitor so assumes such defense, the Indemnitee may participate in such defense at such party’s expense (unless (i) the employment of therein through counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to choice, but at the extent that sole cost of the failure to give notice did Indemnitee. The Party not result in harm to the Indemnifying Party. (c) No Indemnifying Party, in assuming the defense of any such claim or litigationshall render all reasonable assistance to the Party assuming such defense, shalland all reasonable out-of-pocket costs of such assistance shall paid be for by the Party determined ultimately liable. No such claim shall be settled other than by the Party defending the same, except and then only with the approval consent of each Indemnified the other Party which approval shall not be unreasonably withheld, ; provided that the Indemnitee shall have no obligation to consent to entry any settlement of any judgment such action or enter into claim which imposes on the Indemnitee any liability or obligation which cannot be assumed and performed in full by the Indemnitor, and the Indemnitee shall have no right to withhold its consent to any settlement which (i) would result in injunctive of any such action or other relief being imposed against claim if the Indemnified Party; or (ii) does not include as an unconditional term thereof settlement involves only the giving payment of money by the claimant Indemnitor or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationits insurer. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party Person entitled to be indemnified by the other Party (an “"Indemnified Party”Person") pursuant to Section 8.1 Sections 7.1 or 8.2 7.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party Person has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however: (a) That that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party Person (whose approval shall not unreasonably be withheld) and the Indemnified Party Person may participate in such defense at such party’s Party's expense (unless unless: (i) the employment of counsel by such Indemnified Party Person has been authorized by the Indemnifying Party; or (ii) the Indemnified Party Person shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party Person in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the all Indemnified PartyPersons with respect to such action, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The the failure of any Indemnified Party Person to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.Party or materially compromise the defense of such claim; (c) No no Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement, except with the approval of each Indemnified Person (which approval shall not be unreasonably withheld), except a settlement which (i) would result in injunctive or other relief being imposed against imposes only a monetary obligation on the Indemnified Party; or (ii) does not include Indemnifying Party and which includes 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 claim or litigation.litigation by the claimant or plaintiff to the Indemnified Person; (d) Each each Indemnified Party Person shall furnish such information or reasonable assistance regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom; and (e) no Indemnified Person shall settle or agree to a judgment with respect to such claim or litigation without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld).

Claims Procedures. Each Party entitled to be indemnified by party (the other Party (an “”Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof ), on behalf of itself and its respective co-Indemnitees, shall give notice to the other Party party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be soughtsought under Section 5.1(a) or 5.1(b), and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; claim, provided: : (ai) That that counsel for the Indemnifying Party, Party who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose which approval shall not be unreasonably be withheld) and the Indemnified Party may participate in such defense at such partyIndemnified Party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Partyexpense; or and (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) . No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i1) would result in injunctive or other non-monetary relief of any kind being imposed against the Indemnified Party; Party or its co-Indemnitees, or (ii2) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such the Indemnified Party and its co-Indemnitees of a release from all liability in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.such

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 13.1 or 8.2 13.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such partyParty’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) . The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) . No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) . Each Indemnified Party shall furnish such information regarding itself or the * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled to be indemnified by (a) If a party seeks indemnification for Damages hereunder, the other Party party seeking indemnification (an the “Indemnified PartyIndemnitee”) pursuant to Section 8.1 or 8.2 hereof shall give notice to promptly notify the other Party party from whom indemnification is sought (an the “Indemnifying Party”) promptly after in writing of the existence and nature of such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be soughtDamages (a “Claim”), and shall permit include in the Claim a reasonably detailed description of all related claims, demands, actions or proceedings, if any, out of which the Damages arise; provided, however, that so long as a Claim is delivered within the applicable Survival Period, failure or delay by the Indemnitee to deliver a Claim in compliance with this provision shall only reduce the obligation of the Indemnifying Party to assume the defense of any extent that such claim or any litigation resulting therefrom; provided: (a) That counsel for failure impairs the Indemnifying Party’s ability to defend the claim or mitigate Damages, who in which case the Indemnifying Party shall conduct have no obligation to indemnify the defense Indemnitee to the extent of Damages caused by such failure. (b) In the event of a Claim related to a claim by a third party, the Indemnifying Party may elect to retain counsel of its choice to represent the Indemnitee in connection with such Claim and shall pay the fees, charges and disbursements of such claim or any litigation resulting therefromcounsel. The Indemnitee may participate, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) at its own expense and the Indemnified Party may participate in such defense at such party’s expense (unless through legal counsel of its choice, provided that (i) the employment Indemnifying Party may elect to control the defense of counsel by the Indemnitee in connection with such Indemnified Party has been authorized by the Indemnifying Party; or Claim and (ii) the Indemnitee and their counsel shall cooperate with the Indemnifying Party and its counsel in connection with such Claim. The Indemnifying Party shall not settle any such proceeding without the relevant Indemnitees’ prior written consent (which shall not be unreasonably withheld), unless the terms of such settlement provide for no relief other than the payment of monetary damages. Notwithstanding the foregoing, if the Indemnifying Party elects not to retain counsel and assume control of such defense or if both the Indemnifying Party and any Indemnified Party shall have reasonably concluded that there may be a conflict are parties to or subjects of interest such proceeding and conflicts of interests exist between the Indemnifying Party and such Indemnitee, then the Indemnified Party in the defense of such action, in each of which cases Indemnitee shall retain counsel reasonably acceptable to the Indemnifying Party shall pay in connection with such proceeding and assume control of the reasonable fees defense in connection therewith, and expenses the fees, charges and disbursements of no more than one law firm serving as such counsel for per jurisdiction selected by the Indemnified Party, which law firm Indemnitee shall be subject to approval, not to be unreasonably withheld, reimbursed by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) No If the Indemnifying Party shall, within a reasonable time after said notice, fail to defend, the Indemnitee shall have the right, but not the obligation, and without waiving any rights against the Indemnifying Party, in to undertake the defense of, and with the consent of the Indemnifying Party (such consent not to be withheld unreasonably), to compromise or settle the Claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party and shall be entitled to collect the amount of any such claim settlement or litigation, shall, except judgment or decree and all costs and expenses (including reasonable attorneys’ fees) in connection therewith from the Indemnifying Party. Under no circumstances will the Indemnifying Party have any liability in connection with the approval any settlement of each Indemnified Party any proceeding that is entered into without its prior written consent (which approval shall not be unreasonably withheld). Except as provided in this Section 7.5(c), consent to entry of the Indemnitee shall not compromise or settle any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigationClaim. (d) Each Indemnified Party From and after the delivery of a Claim, at the reasonable request of the Indemnifying Party, each Indemnitee shall furnish such information regarding itself or grant the claim in question as an Indemnifying Party may and its counsel, experts and representatives full access, during normal business hours, to the books, records, personnel and properties of the Indemnitee to the extent reasonably request in writing and related to the Claim at no cost to the Indemnifying Party. (e) If the Indemnitee or its Affiliates subsequently recover all or part of a third-party claim from any other Person legally obligated to pay the claim, the Indemnitee shall be reasonably required in connection with repay to the defense Indemnifying Party the amounts recovered up to an amount not exceeding the payment made by the Indemnifying Party to the Indemnitee by way of such claim and litigation resulting therefromindemnity.

Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 8.1 14.1 or 8.2 14.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) : That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s 's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) 14.3.1. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. (c) 14.3.2. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) 14.3.3. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.. License, Development and Commercialization Agreement-- Confidential-- Page 29 CONFIDENTIAL TREATMENT REQUESTED

Claims Procedures. Each Party entitled (a) Subject to be indemnified by Section 8.4 with respect to Third Person Claims, any party hereto seeking indemnification hereunder (the other Party (an “Indemnified Party”) shall deliver to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”), which shall be delivered promptly after the Indemnified Party acquires actual knowledge of the basis for a claim for indemnification hereunder and which shall describe in reasonable detail the facts giving rise to such claim, and shall include in such Claim Notice (if then known) the amount, or the method of computation of the amount, of such claim and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that the failure or delay of the Indemnified Party to provide a Claim Notice promptly to the Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent Sellers shall have been prejudiced by such failure. (b) After the timely delivery of any Claim Notice pursuant to Section 8.1 or 8.2 hereof shall give notice 8.3(a), the amount of indemnification to the other Party (which an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved entitled under this Article VIII shall be determined (i) by the written agreement between the Indemnified Party and the Indemnitor, (whose approval shall not unreasonably be withheldii) and by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnified Party may participate in such defense at such party’s expense (unless (i) and the employment Indemnitor shall agree. The judgment or decree of counsel by such Indemnified Party has a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been authorized by the Indemnifying Party; taken or (ii) the when all appeals taken shall have been finally determined. The Indemnified Party shall have reasonably concluded that there may be a conflict the burden of interest between proof in establishing the Indemnifying Party amount of Losses and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, Expenses suffered by the Indemnifying Party); and (b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Partyit. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled In the event that the any of the Indemnified Parties wishes to be indemnified by assert a claim for indemnification hereunder it shall give the other Party Company and EVGN (an the “Indemnifying Parties”) a written notice thereof (a “Claims Notice”), which shall describe in reasonable detail the facts and circumstances upon which the asserted claim for indemnification is based and thereafter keep the Indemnifying Parties fully informed with respect thereto. In the event that such Claims Notice results from a third party claim against the Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after , such Indemnified Party has actual knowledge shall promptly upon becoming aware of any threatened or asserted claim as to which indemnity may be sought, and shall permit the commencement of proceedings by such third party provide the Indemnifying Party Parties with the Claims Notice and the Indemnifying Parties shall have the right to assume the defense of any such claim or any litigation resulting therefrom; provided: thereof (aat their expense) That with counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized selected by the Indemnifying Party and reasonably satisfactory to the applicable Indemnified Party; or (ii) provided, however, that the Indemnified Party shall have reasonably concluded that there may the right to retain its own counsel, at its expenses within the indemnification limitations herein, if representation of the Indemnified Party by the counsel retained by the Indemnifying Parties would be a conflict of interest inappropriate due to actual or potential differing interests between the Indemnifying Party Parties and any other party represented by such counsel in such proceeding. Failure of the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The failure of any Indemnified Party to give the Indemnifying Parties prompt notice or to keep it informed as provided herein shall not relieve the Indemnifying Party Parties of its any of their obligations under this Agreement hereunder, except to the extent that the failure Indemnifying Parties is prejudiced by such failure. The Indemnifying Parties shall not be liable, nor shall it be required to give notice did not result in harm to indemnify or hold harmless the Indemnifying Party. (c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party in connection with any settlement effected without its consent in writing, which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) 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 claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party entitled Any claim for indemnification pursuant to be indemnified by this Article IX (and, at the other Party (an “option of any Buyer Indemnified Party”) , any claim pursuant to Section 8.1 or 8.2 hereof 9.2(a)(v)) shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim be brought and resolved as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedfollows: (a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or If any litigation resulting therefrom, shall be approved by the Buyer Indemnified Party (whose approval shall not unreasonably has or claims in good faith to have incurred or suffered, or believes in good faith that it may incur or suffer, any Loss for which it is or may be withheld) and entitled to indemnification under this Article IX or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement or the Transactions, such Buyer Indemnified Party may participate in such defense at such party’s expense deliver a claim certificate (unless a “Claim Certificate”) to the Sellers’ Representative. Each Claim Certificate shall: (i) contain a brief description of the employment of counsel by such facts and circumstances supporting the Buyer Indemnified Party has been authorized by the Indemnifying Party’s claim; or and (ii) if practicable, contain a non-binding, preliminary, good faith estimate of the amount to which the Buyer Indemnified Party might be entitled. Such Buyer Indemnified Party may update a Claim Certificate from time to time to reflect any change in circumstances following the date thereof. If a claim under this Article IX may be brought under different or multiple sections, clauses or sub-clauses of Article IX (or with respect to different or multiple representations, warrants or covenants), then, subject to the conditions, qualifications and limitations and other provisions of this Article IX, the Buyer Indemnified Party shall have reasonably concluded the right to bring such claim under any or each such section, clause, subclauses, representation, warranty or covenant (each a “Subject Provision”) that there may be a conflict of interest between the Indemnifying Party it chooses, and the Buyer Indemnified Party in will not be precluded from seeking indemnification under any Subject Provision by virtue of the defense of such action, in each of which cases the Indemnifying Buyer Indemnified Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject not being entitled to approval, not to be unreasonably withheld, by the Indemnifying Party); andseek indemnification under any other Subject Provision. (b) The failure After the giving of any Claim Certificate pursuant hereto, the amount of indemnification to which a Buyer Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations be entitled under this Agreement Article IX shall be determined (i) by the written agreement between the Buyer Indemnified Party and the Sellers’ Representative, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the extent that Buyer Indemnified Party and the failure to give notice did not result in harm to Sellers’ Representative shall agree. For purposes of this Agreement, the Indemnifying Partyjudgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) No Indemnifying PartySubject to Section 9.7 and the limitations set forth in Section 9.3, in the defense of event that any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not Losses are determined to be unreasonably withheld, consent owed to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Buyer Indemnified Party; , each Indirect Member shall promptly, and in no event later than five (5) Business Days after the determination of Losses hereunder, wire transfer to Buyer an amount equal to the product of (x) such Indirect Member’s Pro Rata Portion, multiplied by (y) the aggregate amount of such Losses (other than Losses arising out of, related to or (ii) does not include as an unconditional term thereof the giving by the claimant incurred or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required accrued in connection with any breach of or inaccuracies in any representation or warranties made by an Indirect Member in Article II, any breach of a covenant by an Indirect Member or any fraud, intentional misrepresentation or willful breach by an Indirect Member, for which the defense applicable Indirect Member responsible for such breach or act shall wire transfer to Buyer an amount equal to the entire aggregate amount of such claim and litigation resulting therefromLoss).

Claims Procedures. Each Party (a) In the event that any Proceeding is commenced by a third party involving a claim for which a party required to provide indemnification hereunder (an “Indemnifying Party”) may be liable to a party entitled to be indemnified by the other Party indemnification (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to hereunder (a “Third Party Claim”), the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit promptly notify the Indemnifying Party to in writing of such Third Party Claim indicating the nature of such claim and the basis therefore (the “Claim Notice”) and the Indemnifying Party shall assume the defense thereof, including the employment of any such claim or any litigation resulting therefromcounsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided: (a) That counsel for provided that if the Indemnifying PartyParty does not promptly take reasonable action to assume such defense, who shall conduct the Indemnified Party may lead the defense of such potentially indemnified claim or any litigation resulting therefrom, and the Indemnifying Party shall be approved liable for all additional costs and expenses incurred by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded connection therewith, provided further, that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and (b) The no failure of any Indemnified Party to give notice as provided herein such Claim Notice and no delay on the part of the Indemnified Party in giving any such Claim Notice shall not relieve the Indemnifying Party of its obligations under this Agreement any indemnification obligation hereunder except (and only) to the extent that the it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure to give notice did not result in harm to shall have proximately and materially adversely prejudiced the Indemnifying Party. (b) An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (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, such counsel shall be at the expense of the Indemnifying Party). It being understood, however, that the Indemnifying Party shall not, in connection with any one such Proceeding, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be appointed by a majority of the Indemnified Parties; provided, however, that in the case a single firm of attorneys would be inappropriate due to actual or potential differing interests or conflicts between such Indemnified Parties and any other party represented by such counsel in such Proceeding or otherwise, then the Indemnifying Party shall be liable for the fees and expenses of one additional firm of attorneys with respect to such Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. (c) No Indemnifying Party, in the defense of any such claim or litigation, Party shall, except with without the approval prior written consent of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or , effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless (iiA) such settlement includes a full and unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding, (B) does not include as an unconditional term thereof contain any admission of wrongdoing or illegal conduct and (C) the giving by Indemnifying Party has agreed in writing that it is liable to the claimant or plaintiff to such Indemnified Party of a release from all liability for an indemnification payment in respect to such claim or litigationof the full amount of the settlement. (d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Claims Procedures. Each Party Person entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 10.1 or 8.2 hereof shall Section 10.2 will give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall will permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however: (a) That that counsel for the Indemnifying Party, Party who shall will conduct the defense of such claim or any litigation resulting therefrom, shall therefrom will be approved by the Indemnified Party (whose approval shall will not unreasonably be withheld) and the Indemnified Party may participate in such defense at such partythe Indemnified Party’s expense (expense, unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded concludes that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall will pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall will be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and; (b) The the failure of any Indemnified Party to give notice as provided herein shall will not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.Party or materially compromise the defense of such claim; (c) No no Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, will consent to entry of any judgment or enter into any settlement, except with the approval of each Indemnified Party (which approval will not be unreasonably withheld), except a settlement which (i) would result in injunctive or other relief being imposed against imposes only a monetary obligation on the Indemnified Party; or (ii) does not include Indemnifying Party and which includes 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 claim or litigation.litigation by the claimant or plaintiff to the Indemnified Party; and (d) Each each Indemnified Party shall will furnish such information or reasonable assistance regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall will be reasonably required in connection with the defense of such claim and litigation resulting therefrom.