Common use of Conditions of Indemnification Clause in Contracts

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.49.05. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.19.02, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.05(c) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.05(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7IX, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.05 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.05(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 IX relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.05(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b). Except as set forth in Section 14.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.may

Conditions of Indemnification. (a) All claims for indemnification ----------------------------- under this Agreement shall be asserted and resolved as follows in this Section 7.4.9.4: (ba) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.19.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim Claim, except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 30 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 9 with respect to that Third Party Claim or (z) and, if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.4(b) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying -------- ------- Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict restricts in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer answer, or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Partyinterests. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.4(b) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to -------- ------- any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 79, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.4(a) or (Cc) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.4(b) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.4(b) but fails to prosecute diligently and promptly to prosecute or otherwise dispose of or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 9 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (ed) In the event If any Indemnified Party should have has a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 30 days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall conclusively be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall may be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (fe) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 9 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.4(d) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement (except Article VII) shall be asserted and resolved as follows in this Section 7.416.4. The provisions of Article XVI shall be the sole manner by which the Indemnified Party shall assert any claim against the Indemnifying Party that does not involve a Third Party Claim, including without limitation any claim for breach of this Agreement. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.116.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XVI with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 16.4(c) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession possession, subject to a confidentiality agreement, with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that (i) purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party Party, (ii) involves a guilty plea to any crime or (iii) involves a fine or penalty, whether or not paid by the Indemnifying Party, without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c16.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying PartyParty (provided that such expenses are reasonable), and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7XVI, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c16.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c16.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c16.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (provided that such expenses are reasonable) (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XVI and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 16.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d16.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 XVI relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e16.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b). Except as set forth in Section 14.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its their potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (ed) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (fe) Payments of all amounts owing by an any Indemnifying Party pursuant to this Article 7 XIV relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an the Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (f) The Indemnifying Party shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party agrees to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Party to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Party desired to accept such settlement. (g) Notwithstanding any provision herein to the contrary, the obligation of an Indemnifying Party to provide indemnification to an Indemnified Party for breach of any representation or warranty as provided in Sections 14.1(a) or 14.2(a) hereof shall not take effect unless and until the Damages asserted against or incurred in the aggregate and on a collective basis by the Indemnified Parties pursuant to either Section 14.1 or 14.2 (as applicable) as a result of such a breach or breaches exceeds $100,000.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.the

Conditions of Indemnification. (a) All claims Claims for indemnification under this Agreement Section 8.2 or Section 8.3 shall be asserted and resolved as follows in this Section 7.48.4 provides. (b) A party claiming indemnification under this Agreement In the event a Party (an “Indemnified Party”) shall promptly (i) notify believes in good faith that it has suffered or incurred Damages or (ii) learns of or receives notice of any commencement of any Proceeding, the party written assertion of any Third-Party Claim or the imposition of any penalty, assessment or judgment, in each case for which indemnity may be sought pursuant to Section 8.2 or Section 8.3, and such Party intends to seek indemnity from whom indemnification is sought another Party (the “Indemnifying Party”) of any third-party claim pursuant to Section 8.2 or claims asserted against the Section 8.3, such Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to shall provide the Indemnifying Party (or, if the Indemnifying Party is a Seller, the Seller) with written notice (a “Claim Notice”), which, in the case of a Claim Notice involving a Proceeding, Third-Party Claim, penalty, assessment or judgment shall be delivered reasonably promptly after the Indemnified Party receives written notice of such Proceeding, Third-Party Claim, penalty, assessment or judgment; provided, however, that any Claim Notice must be received by the Indemnifying Party (or, if the Indemnifying Party is a Seller, the Seller) describing in reasonable detail prior to the nature expiration of the Third Party applicable Survival Period. Each Claim Notice shall describe, with as much detail as is reasonably practicable, the basis of the Claim, a copy of all papers served with respect to that claim Claim (if any)) and all other material written evidence thereof, an estimate of the amount of damages attributable to the Third Party that Claim to the extent feasible (which estimate shall will not be conclusive of the final amount of that claimClaim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall will not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Third-Party Claim except (i) unless the Indemnified Party fails to deliver a valid Claim Notice prior to expiration of the applicable Survival Period or (ii) unless and only to the extent that the resulting delay Indemnifying Party is materially prejudicial prejudiced thereby. (c) Upon receipt of a Claim Notice from an Indemnified Party with respect to a Third-Party Claim, the Indemnifying Party may elect to assume and control the defense of that claimany such Third-Party Claim or any Proceeding resulting therefrom. Within 15 days after receipt After notice from the Indemnifying Party to the Indemnified Person of its election to assume and control the defense of a Third-Party Claim or any Claim Notice (the “Election Period”)Proceeding resulting therefrom, the Indemnifying Party shall notify the Indemnified Party (y) whether not, so long as the Indemnifying Party disputes its potential liability diligently conducts such defense, be liable to the Indemnified Party under this Article 7 VIII for any fees of other counsel or any other expenses with respect to that Third the defense of such Third-Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to Claim, in each case subsequently incurred by the Indemnified Party in connection with respect to that Third the defense of such Third-Party Claim, whether except as otherwise provided by this Section 8.4(c). In the event that an Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume assumes the defense of the Third a Third-Party Claim, then the Indemnifying Party shall will have the right to take such action as it deems necessary to avoid, dispute, defend, at its sole cost and expense, that Third appeal or make counterclaims pertaining to any such Third-Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by in the Indemnifying Party to a final conclusion or settled at the discretion name and on behalf of the Indemnifying Party in accordance with this Section 7.4(c)Indemnified Party, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession possession, custody or control with respect to that Third such Third-Party Claim and otherwise reasonably cooperate with the Indemnifying Party in the defense all aspects of that Third any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of such Third-Party Claim, including by providing the party with all reasonably requested information and reasonable access to employees and officers (including as witnesses) and the right to inspect and copy documents and records or other information; provided, however, that the Indemnifying Party shall will not consent to any judgment or enter into any settlement with respect to any Third Third-Party Claim that purports does not include as an unconditional term thereof the giving by the claimant or plaintiff to limit such Indemnified Party of a full and unconditional release from all liability in respect of such claim or litigation. Neither the activities ofIndemnifying Party nor the Indemnified Party shall settle, compromise or otherwise restrict make any other disposition of any Third-Party Claim which would or might result in any way, any liability to the Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, respectively, under this Article VIII without the written consent of such other Party (which shall not be unreasonably withheld, delayed or conditioned) unless the sole relief provided is monetary damages that are paid in full by the Party agreeing to filesuch settlement, during the Election Period, any motion, answer compromise or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Partydisposition. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Third-Party Claim controlled by the Indemnifying Party pursuant to controls under this Section 7.4(c8.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised in writing by counsel that there may be is a conflict of interest which renders it inadvisable for one or more legal defenses available firm to it which are different from or additional to those available to represent the Indemnified Party and the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for at the reasonable costs and expense incurred thereby from of the Indemnifying PartyParty (provided, that such counsel is limited to one separate firm of attorneys, in addition to one local counsel firm), and, on its written notification of that employment, the Indemnifying Party shall will not have the right to assume or continue the defense of such that action on behalf of the Indemnified Party. The provisions of this Section 8.4(c) shall not apply to Tax Contests, which shall be governed by the provisions of Section 5.7(g). (d) If Notwithstanding Section 8.4(c), if (i) the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(cunder this Article VIII, (ii) or (C) the Indemnifying Party fails to promptly notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant under Section 8.4(c), (iii) the Indemnifying Party does not continue to Section 7.4(cdiligently pursue the defense of the Third-Party Claim following notice of election to defend, (iv) or (ii) elects to defend a Buyer Indemnitee is the Indemnified Party pursuant and the anticipated Buyer Indemnified Losses in respect of such Third-Party Claim would, or would reasonably be expected to, exceed the then-remaining balance of the Indemnity Escrow Funds (reduced by the aggregate amount of all Reserved Amounts), (v) the Third-Party Claim seeks injunctive or other nonmonetary relief against the Indemnified Party, (vi) the Third-Party Claim involves a material customer or supplier of the Indemnified Party or (vii) the Third-Party Claim relates to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claimarises in connection with any criminal proceeding, indictment, allegation, investigation or other Proceeding, then the Indemnified Party shall will have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Third-Party Claim by such actions as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to such Third-Party Claim; provided, however, the Indemnified Party will not enter into any settlement with respect to any Third-Party Claim that would result in payment of an amount for which the Indemnifying Party would be liable under this Article VIII without the prior consent of that Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). If the Indemnified Party is, directly or indirectly, conducting the defense against any Third-Party Claim, then the Indemnifying Party will cooperate in all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted reasonable respects with the conduct of such defense by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to controls under this Section 7.4(d8.4(d), and the Indemnifying Party shall will bear its own costs and expenses with respect to that participation. (e. The provisions of this Section 8.4(d) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not apply to Tax Contests, which shall be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified governed by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability provisions of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givenSection 5.7(g). (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of Seller and Purchaser, as the case may be, under Section 8.10 (herein referred to as the "Indemnifying Party"), with respect to Claims made by third parties shall be subject to the following terms and conditions: (a) All claims for indemnification Upon obtaining knowledge thereof, the person to whom such Claim relates (the "Indemnified Party") shall promptly notify the Indemnifying Party of such Claim; but the omission so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to the Indemnified Party under this Agreement shall be asserted Section 8.10 unless, and resolved as follows only to the extent that, such omission so to notify results in this Section 7.4the loss of substantive rights or defenses. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to If the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of acknowledges its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”)indemnify and hold harmless hereunder, the Indemnifying Party shall notify have the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability right to employ such counsel as is reasonably acceptable to the Indemnified Party under this Article 7 with respect to defend any such Claim asserted against the Indemnified Party; provided, however, that Third Party Claim or (z) if the defendants in any such action include both the Indemnifying Party does not dispute its potential liability and the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses or rights available to the Indemnified Party which are substantially different from or in actual or potential conflict with respect those available to that Third Party Claim, whether the Indemnifying Party, the Indemnified Party desires, shall have the right to select one law firm to act at the sole cost and Indemnifying Party's expense as separate counsel, on behalf of such Indemnified Party (or, if there be more than one, all Indemnified Parties). The Indemnified Party shall have the right to participate in the defense of any such Claim. The Indemnified Party shall not settle any Claim without the consent of the Indemnifying Party, . The Indemnified Party shall make available to defend the Indemnifying Party and its representatives all records and other material required by them for their use in contesting any Claim asserted by a third party against the Indemnified Party against that Third Party ClaimParty. (c) If the Indemnifying Party does not dispute its potential liability Anything in this Section 8.11 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect an Indemnified Party and notifies the other than as a result of money damages or other money payments, such Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole own cost and expense, that Third Party and to compromise or settle such Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by with the Indemnifying Party to a final conclusion or settled at the discretion consent of the Indemnifying Party in accordance with this Section 7.4(c)Party, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that (ii) the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities ofnot, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior written consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different of a release from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense all liability in respect of such action on behalf of the Indemnified PartyClaim. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoingshall, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor upon learning of the Indemnifying Partyexistence of a Claim or any other event which is likely to result in Damages, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for take all reasonable costs and expenses of actions to mitigate such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationDamages. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) c. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) d. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 17.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) e. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 14 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of the Company, the Stockholders and Buyer hereunder with respect to their respective indemnities pursuant to this Article 10, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) All claims for The party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify must give the other party from whom indemnification is sought (the “"Indemnifying Party”) "), notice of any third-party claim Third Party Claim which is asserted against, resulting to, imposed upon or claims asserted against incurred by the Indemnified Party (“Third Party Claim”) that could and which may give rise to a right liability of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice pursuant to this Article 10, stating (“Claim Notice”to the extent known or reasonably anticipated) describing in reasonable detail the nature and basis of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the such Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, amount thereof; provided that the failure to promptly deliver a Claim Notice give such notice shall not relieve affect the Indemnifying Party rights of its obligations to the Indemnified Party with respect to the related Third Party Claim hereunder except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense have suffered actual material damage by reason of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimsuch failure. (cb) If the Indemnifying Party does not dispute its potential liability Subject to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party ClaimSection 10.04(c) below, then the Indemnifying Party shall have the right to defendundertake, at by counsel or other representatives of its sole cost and expenseown choosing, that the defense of such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by at the Indemnifying Party to a final conclusion or settled at Party's risk and expense. (c) In the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to event that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that (i) the Indemnifying Party shall elect not enter into to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any settlement with respect such Third Party Claim, the Indemnifying Party shall fail to any undertake to defend such Third Party Claim, (iii) there is a reasonable probability that such Third Party Claim that purports to limit may materially and adversely affect the activities ofIndemnified Party other than as a result of money damages or other money payments, or otherwise restrict in any way(iv) there is a reasonable probability that the amount of Losses asserted under such Third Party Claim may exceed the Indemnifying Party's obligations under this Article 10, any Indemnified Party or any affiliate of any Indemnified Party without then the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by upon further written notice to the Indemnified Indemnifying Party). The Indemnified Party is hereby authorized, with ) shall have the right to receive reimbursement undertake the defense, compromise or settlement of reasonable costs and expenses incurred thereby from the Indemnifying Partysuch Third Party Claim, to file, during the Election Period, any motion, answer by counsel or other pleadings that representatives of its own choosing, on behalf of and for the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those account and risk of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any Indemnified Party undertakes defense of such action Third Party Claim under clause (including any impleaded partiesiv) include both above, the Indemnified Party shall not, without the Indemnifying Party's written consent (which consent shall not be unreasonably withheld), settle such Third Party Claim if the Indemnifying Party and will be responsible for any amounts under such settlement. In the Indemnified Party, and event that the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to undertakes the Indemnifying Party, then the Indemnified defense of a Third Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employmentClaim under this Section 10.04(c), the Indemnifying Party shall not have the right pay to assume or continue the defense of such action on behalf of the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) If Anything in this Section 10.04 to the contrary notwithstanding, (i) the Indemnifying Party (i) within shall not, without the Election Period (A) disputes its potential liability Indemnified Party's written consent, settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party under this Article 7, (B) elects not of a release from all liability in respect of such Third Party Claim in form and substance satisfactory to defend the Indemnified Party pursuant to Section 7.4(cParty; (ii) or (C) fails to notify in the Indemnified Party event that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control undertakes defense of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall transmit have the right to participate in the Indemnifying Party a written notice defense, compromise or settlement thereof and each party and its counsel and other representatives shall cooperate with the other party and its counsel and representatives in connection therewith; and (iii) in the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice event that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability undertakes defense of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the period for appeal status of a final adjudication the defense of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to and furnish the Indemnified Party under this Agreement in respect of with all documents, instruments and information that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreementparty shall reasonably request in connection therewith.

Conditions of Indemnification. 8.5.1 In the event the Purchaser or the Company has a reasonable good faith basis for asserting a claim for Damages, such party shall give prompt written notice to the other parties hereto briefly setting forth the basis of the claim and the amount thereof (or, if not then determinable, a reasonable good faith estimate of the amount thereof) in reasonable detail; provided, that the failure to provide such notice in a timely fashion shall not affect the right of the indemnified party unless and only to the extent that the indemnifying party is actually prejudiced thereby. 8.5.2 The obligations and liabilities of the Company and Purchaser with respect to claims made by third parties shall be subject to the following terms and conditions: (a) All claims for indemnification under this Agreement The indemnified party will give the indemnifying party prompt notice of any such claim as set forth in subpart (a) above; provided, that the failure to provide such notice in a timely fashion shall be asserted not affect the right of the indemnified party unless and resolved as follows in this Section 7.4only to the extent that the indemnifying party is actually prejudiced thereby, and the indemnifying party shall have the right to undertake the defense thereof by representatives chosen by it by giving written notice to that effect within twenty (20) business days of receiving notice of the third-party claim. (b) A The indemnified party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify have the party from whom indemnification is sought (right to participate in the “Indemnifying Party”) defense or other disposition of any third-party claim claim, but the indemnifying party shall not be liable for any legal fees or claims asserted against expenses subsequently incurred by the Indemnified Party indemnified party in connection with the defense thereof unless (“Third Party Claim”i) that could give rise the indemnifying party agreed to a right of indemnification under this Agreement pay such fees and expenses, (ii) transmit the indemnifying party shall have failed to employ counsel reasonably satisfactory to the Indemnifying Party indemnified party in a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claimtimely manner, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (ziii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party indemnified party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel (either that was employed by the indemnifying party or one of its own choosing) that representation of the indemnified party by counsel provided by the indemnifying party pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between the indemnifying party and the indemnified party, including situations in which there may be are one or more legal defenses available to it which the indemnified party that are different from or additional to those available to the Indemnifying Partyindemnifying party. Neither the indemnified party nor the indemnifying party may settle any claim without the prior written consent of the other, then which consent shall not be unreasonably withheld or delayed. (c) Anything in this Section 8 to the Indemnified Party contrary notwithstanding, (i) if there is a reasonable probability that a claim may employ separate counsel with materially and adversely affect the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification indemnified party other than as a result of that employmentmoney damages or other money payments, the Indemnifying Party indemnified party shall not have the right right, at its own cost and expense, to assume defend, compromise or continue settle such claim upon prior notification to the defense indemnifying party of its intent to do so; provided, however, that if such claim is settled without the indemnifying party's consent, the indemnified party shall be deemed to have waived all rights hereunder against the indemnifying party for money damages arising out of such action on behalf claim, and (ii) the indemnifying party shall not, without the written consent of the Indemnified Partyindemnified party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect to such claim. (d) If In connection with any indemnification claim, the Indemnifying Party (i) within indemnified party shall give the Election Period (A) disputes its potential liability indemnifying party reasonable access to the Indemnified Party under this Article 7books, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently records and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense assets of the Indemnifying Party indemnified party which relate to the act, omission or occurrence giving rise to such Damages and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the indemnified party with respect thereto and the indemnified party otherwise shall cooperate with the indemnifying party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoingits insurance company, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved applicable) in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, defending any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationthird-party claim. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (ai) All claims for indemnification under this Agreement The provisions of Section 13 shall be asserted and resolved as follows in the sole manner by which the Indemnified Party shall assert any claim against the Indemnifying Party, including, without limitation, any claim for breach of this Section 7.4Agreement. (bii) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (iA) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (iiB) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim Third Party Claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claimsuch Third Party Claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as otherwise set forth in Section 7.1herein, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claimThird Party Claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y1) whether the Indemnifying Party disputes its its, his or her potential liability to the Indemnified Party under this Article 7 Section 13 with respect to that Third Party Claim or and (z2) if the Indemnifying Party does not dispute its its, his or her potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (ciii) If the Indemnifying Party does not dispute its its, his or her potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its its, his or her sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession its, his or her possession, subject to a confidentiality agreement, with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that (A) purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party Party, (B) involves a guilty plea to any crime (C) involves a fine or penalty, whether or not paid by the Indemnifying Party, without the prior consent of that Indemnified Party (which consent may be withheld in the sole discretion of that Indemnified Party), or (D) does not be unreasonably withheld by include a full and complete release of the Indemnified Party and its Affiliates in a form that is satisfactory to the Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall reasonably deem reasonably necessary or appropriate to protect its its, his or her interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its its, his or her own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it it, him or her which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying PartyParty (provided that such expenses are reasonable), and, on its its, his or her written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (div) If the Indemnifying Party (iA) within the Election Period (A1) disputes its potential liability to the Indemnified Party under this Article 7Section 13, (B2) elects not to defend the Indemnified Party pursuant to Section 7.4(c13(g)(iii) or (C3) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c13(g)(iii) or (iiB) elects to defend the Indemnified Party pursuant to Section 7.4(c13(g)(iii) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (provided that such expenses are reasonable) (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its its, his or her potential liability to the Indemnified Party under this Article 7 Section 13 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d)Section, and the Indemnifying Party shall bear its its, his or her own costs and expenses with respect to that such participation. (ev) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its its, his or her receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (fvi) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 Section 13 relating to a Third Party Claim shall be made within 30 days after the latest of (iA) the settlement of that Third Party Claim, (iiB) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iiiC) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e13(g)(v) shall be made within 30 days after the later of (i1) the expiration of the 30-day Indemnity Notice period or (ii2) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of an indemnifying party under Section 7.2 with respect to Damages for which it must indemnify another party hereunder (collectively, the "Indemnifiable Claims") shall be subject to the following terms and conditions: (a) All claims The indemnified party shall give the indemnifying party notice of any such Indemnifiable Claim which notice shall set forth in reasonable detail the basis for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4amount of the Indemnifiable Claim, and the circumstances giving rise thereto. If the Indemnifiable Claim is a third-party claim, the notice must contain a copy of any papers served on the indemnified party. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify If the party from whom indemnification Indemnifiable Claim is sought (the “Indemnifying Party”) of any not a third-party claim or claims asserted against claim, unless within 30 days of receipt by the Indemnified Party (“Third Party Claim”) that could give indemnifying party of notice of the Indemnifiable Claim the indemnifying party sends written notice to the indemnified party disputing the facts giving rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Indemnifiable Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of or the amount of damages attributable Damages stated in the notice, the Damages stated in the notice shall become due and payable upon the expiration of such 30 day period. If, however, the indemnifying party disputes the facts, giving rise to the Third Party Indemnifiable Claim to or the extent feasible (which estimate shall amount of Damages stated in the notice within such 30 day period and the dispute cannot be conclusive resolved within the following 90 days, the dispute shall be submitted to arbitration pursuant to Section 10.15 of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute Indemnifiable Claim is a third-party claim, the indemnifying party may undertake the defense thereof at its potential liability own expense by representatives of its own choosing reasonably satisfactory to the Indemnified Party indemnified party and notifies will consult with the Indemnified Party indemnified party concerning such defense during the course thereof. If the indemnifying party, within 30 days after receipt of notice of any Indemnifiable Claim (or such shorter period as is necessary to prevent prejudice to the Election Period that indemnified party, if such 30 day period would prejudice the Indemnifying Party elects to assume the defense rights of the Third Party Claimindemnified party), then fails to defend, the Indemnifying Party shall indemnified party will (upon further notice to the indemnifying party) have the right to defendundertake the defense, compromise or settlement of such Indemnifiable Claim on behalf of and for the account and risk of and at the expense of the indemnifying party. In addition, if there is a reasonable probability that a third-party Indemnifiable Claim may materially and adversely affect an indemnified party, the indemnified party shall have the right, at its sole own cost and expense, that Third Party to defend, compromise or settle such Indemnifiable Claim. (d) Anything in this Section 7.3 to the contrary notwithstanding, neither the indemnifying party nor the indemnified party, as the case may be, may settle or compromise any Indemnifiable Claim by all appropriate proceedingsor consent to entry of any judgment in respect thereof, which proceedings shall be prosecuted diligently by without the Indemnifying Party to a final conclusion or settled at the discretion written consent of the Indemnifying Party in accordance with this Section 7.4(c)other, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Partydelayed. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.115.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c15.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c15.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) c. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 15.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c15.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d15.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) d. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 19.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) e. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 15 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e15.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement Party (an “Indemnified Party”) which intends to claim indemnification under this Article 8 shall promptly (i) notify the party from whom indemnification is sought other Party (the an “Indemnifying Party”) within a reasonable time in writing [*] of any third-party claim or claims asserted against Claim, in respect of which the Indemnified Party (“Third Party Claim”) that could give rise believes it is entitled to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claimindemnification; provided, however, that the Indemnifying Party shall not enter into any settlement with respect failure to any Third Party Claim that purports give timely notice to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If release the Indemnifying Party (i) within the Election Period (A) disputes its potential from any liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that extent the Indemnifying Party disputes its potential liability is not prejudiced thereby. The Indemnifying Party shall have the right, by notice to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, to assume the Indemnifying Party shall not be required to bear the costs and expenses defense of the Indemnified Party’s defense pursuant to this Section 7.4 any such action or claim within [*] of any Claim with counsel of the Indemnifying Party’s participation therein choice and at the Indemnified Party’s request, and the Indemnified Party shall reimburse sole cost of the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify so assume the defense of such Claim, the Indemnified Party within 15 days from may assume such defense with counsel of its receipt of choice and at the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability sole cost of the Indemnifying Party hereunderParty. If the Indemnifying Party has timely disputed that claimso assumes such defense, as provided abovethe Indemnified Party may participate therein through counsel of its choice, that dispute but at the sole cost of the Indemnified Party. The Party not assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be resolved as provided by this Agreement if for the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication account of the Indemnifying Party’s liability to . No such Claim shall be settled other than by the Party defending the same, and then only with the consent of the other Party which shall not be unreasonably withheld; provided, however, that the Indemnified Party under this Agreement shall have no obligation to consent to any settlement of any such Claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in respect of that Third Party Claim. Payments of all amounts owing full by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to , and the Indemnified Party under this Agreementshall have no right to withhold its consent to any settlement of any such Claim if the settlement involves only the payment of money by the Indemnifying Party or its insurer.

Conditions of Indemnification. The obligations and liabilities of a Party as an indemnifying party (aeach, an “Indemnifying Party”) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. to indemnify the Party indemnified (b) A party claiming indemnification under this Agreement (each, an “Indemnified Party”) ), under Section 11.2 with respect to Claims made by Third Parties, shall promptly (i) notify be subject to the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the following terms and conditions: The Indemnified Party (“Third Party Claim”) that could shall give rise to a right of indemnification under this Agreement and (ii) transmit written notice to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served any Damages with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to such Claim for indemnification; provided, however, that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure of any Indemnified Party to promptly deliver a Claim Notice give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 11.2 unless it shall have been prejudiced by the omission to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claimprovide such notice. Within 15 days after receipt of In case any Claim Notice (the “Election Period”)is brought against an Indemnified Party, the Indemnifying Party shall notify be entitled to participate in the defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (y) whether Party, and after notice from the Indemnifying Party disputes of its potential liability election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under this Article 7 with respect to that Third Party Claim Section 11.2 for any legal or (z) if the Indemnifying Party does not dispute its potential liability to other expense subsequently incurred by the Indemnified Party in connection with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claimthereof; provided, however, that (i) if the Indemnifying Party shall elect not enter into any settlement with respect to any Third Party Claim that purports to limit assume the activities of, defense of such claim or otherwise restrict in any way, any Indemnified Party action or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that ii) if the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those determines that there may be a conflict between the positions of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of in defending such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party separate counsel shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly participate in and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of conduct such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d)defense, and the Indemnifying Party shall bear its own costs and be liable for any reasonable legal or other expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified incurred by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the connection with such defense (but not more than one counsel). The Indemnifying Party hereundershall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld. If the The Indemnifying Party has timely disputed that claimshall not, as provided above, that dispute shall be resolved as provided by this Agreement if without the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Indemnified Party’s liability prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party under this Agreement is a party or consent to entry of any judgment in respect thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened Claim in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall which indemnification may be made within 30 days after the later of sought hereunder (i) the expiration of the 30-day Indemnity Notice period whether or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to not the Indemnified Party under this Agreementis an actual or potential party to such Claim) unless such settlement or compromise includes an unconditional release of the Indemnified Party from all liability arising out of such Claim.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.116.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.the

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming entitled to indemnification under this Agreement hereunder (an “the "Indemnified Party”") shall promptly (i) notify the party from whom or parties liable for such indemnification is sought (the “"Indemnifying Party”") in writing of any third-party claim or claims asserted against Claim which the Indemnified Party (“Third Party Claim”) that has determined has given or could give rise to a right of indemnification under this Agreement and Agreement. Such notice shall be given within a reasonable (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail taking into account the nature of the Third Claim) period of time after the Indemnified Party Claimhas actual knowledge thereof. The Indemnifying Party shall satisfy its obligations under this Article IX within ten (10) days after receipt of subsequent written notice from the Indemnified Party if an amount is specified therein, a copy or promptly following receipt of all papers served with respect to that claim (if any), an estimate of subsequent written notice or notices specifying the amount of damages attributable to the Third Party such Claim to the extent feasible (which estimate shall not be conclusive of the final amount of or additions thereto; provided, however, that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except so long as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of is in good faith defending a Claim pursuant to Section 9.2(b) hereof, its obligations obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the related Third assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim within the time period referred to above shall not constitute a defense to a Claim or release the Indemnifying Party Claim except from any obligation hereunder to the extent that such failure does not prejudice the resulting delay is materially prejudicial position of the Indemnifying Party. (b) If the facts giving rise to any such indemnification involve any actual, threatened or possible Claim or demand by any person not a party to this Agreement against the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”)Indemnified Party, the Indemnifying Party shall notify be entitled to contest or defend such Claim or demand at its expense and through counsel of its own choosing, which counsel shall be reasonably acceptable to the Indemnified Party (y) whether Party, if the Indemnifying Party disputes gives written notice of its potential liability intention to assume the contest and defense of such Claim or demand to the Indemnified Party under this Article 7 with respect to that Third Party Claim or as soon as practicable, but in no event more than ten (z10) if days after receipt of the Indemnifying Party does not dispute its potential liability to notice of Claim, and provides the Indemnified Party with respect appropriate assurances as to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense creditworthiness of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects will be in a position to assume pay all fees, expenses and judgments that might arise out of such Claim or demand. The Indemnified Party shall have the obligation to cooperate in the defense of any such Claim or demand and the Third right, at its own expense, to participate in the defense of any Claim. So long as the Indemnifying Party Claimis defending in good faith any such Claim or demand asserted by a third party against the Indemnified Party, then the Indemnified Party shall not settle or compromise such Claim or demand. The Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party settle or compromise any such Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by or demand without the Indemnifying Party to a final conclusion or settled at the discretion consent of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish at any time utilizing its own funds to do so if in connection with such settlement or compromise the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld is fully released by the Indemnified Party)third party and is paid in full any indemnification amounts due hereunder. The Indemnified Party is hereby authorizedshall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any third party Claim or demand and shall otherwise cooperate, with at the right to receive reimbursement expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during in the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by thereof in such manner as the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one reasonably request. Whether or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) such Claim or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claimdemand, then the Indemnified Party shall have the right no obligation to defend, at the sole cost and expense of the do so. (c) The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice pay to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in(including, but not controllimited to, the fees and disbursements of any Indemnified Party's outside legal counsel and the charges of any Indemnified Party's in-house legal counsel) incurred by such party in connection with this indemnity or the enforcement hereof. (d) This indemnity shall be binding upon the Indemnifying Party, its heirs, representatives, administrators, executors, successors and assigns and shall inure to the benefit of and shall be enforceable by each Indemnified Party, its successors, endorsees and assigns (including, but not limited to, any defense entity to which Buyer assigns or settlement controlled sells all or any portion of its interest). If this indemnity is executed by more than one person or entity, the Indemnified Party pursuant to this Section 7.4(d), liability of the undersigned hereunder shall be joint and the Indemnifying Party shall bear its own costs and expenses with respect to that participationseveral. (e) In No failure or delay on the event part of any Indemnified Party should have to exercise any power, right or privilege under this indemnity shall impair any such power, right or privilege or be construed to be a claim waiver of any default or any acquiescence therein, nor shall any single or partial exercise of power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No provision of this indemnity may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature whom enforcement of the claimchange, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputeswaiver, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute discharge or termination is givensought. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not 52 prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) c. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) d. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 18.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) e. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 14 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) A party claiming indemnification under this Agreement (an “a. The Indemnified Party”) Party shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “each Indemnifying Party”) Party of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party Parties a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party Parties shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its Parties dispute their potential liability to the Indemnified Party under this Article 7 Agreement with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desiresParties desire, at the sole cost and expense of the each Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies Parties notify the Indemnified Party within the Election Period that the Indemnifying Party elects Parties elect to assume the defense of the Third Party Claim, then the Indemnifying Party Parties shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party or Indemnified Parties, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party Parties to a final conclusion or settled at the discretion of the Indemnifying Party Parties in accordance with this Section 7.4(cParagraph 2(b). Except as set forth in Paragraph 2(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim Parties shall have full control of such defense and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; providedproceedings, however, that the Indemnifying Party shall not enter into including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParties (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but Parties and not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available prejudicial to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) Parties. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted requested by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.Indemnifying

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) c. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one 50 or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) d. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 17.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) e. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 14 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement An indemnified party shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify give the party from whom indemnification is sought (the “Indemnifying Party”) notice of any third-matter that an indemnified party claim has determined has given or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature Agreement, within 60 days of the Third Party Claimsuch determination, a copy of all papers served with respect to that claim (if any), an estimate of stating the amount of damages attributable the Loss, if known, and method of computation thereof, and containing a reference to the Third Party Claim to the extent feasible (provisions of this Agreement in respect of which estimate shall not be conclusive such right of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim claimed or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claimarises; provided, however, that the Indemnifying Party failure to provide such notice shall not enter into release the indemnifying party from any settlement of its obligations under this Section 7.2 except to the extent the indemnifying party is materially prejudiced by such failure and shall not relieve the indemnifying party from any other obligation or Liability that it may have to any indemnified party otherwise than under this Section 7.2. (b) The obligations and Liabilities of an indemnifying party under this Section 7.2 with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Section 7.2 ("Third Party Claim that purports to limit Claims") shall be governed by and contingent upon the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to following additional terms and conditions: If an indemnified party shall receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement notice of any Third Party Claim, the indemnified party shall give the indemnifying party notice of such Third Party Claim controlled within 30 days of the receipt by the Indemnifying Party pursuant indemnified party of such notice; provided, however, that the failure to provide such notice shall not release the indemnifying party from any of its obligations under this Section 7.4(c) 7.2 except to the extent the indemnifying party is materially prejudiced by such failure and will bear shall not relieve the indemnifying party from any other obligation or Liability that it may have to any indemnified party otherwise than under this Section 7.2. If the indemnifying party acknowledges in writing its own costs obligation to indemnify the indemnified party hereunder against any Losses that may result from such Third Party Claim, then the indemnifying party shall be entitled to assume and expenses with respect control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to that participationdo so to the indemnified party within five days of the receipt of such notice from the indemnified party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the named parties judgment of the indemnified party, in its reasonable discretion, for the same counsel to represent both the indemnified party and the indemnifying party, then the indemnified party shall be entitled to retain its own counsel, in each jurisdiction for which the indemnified party determines counsel is required, at the expense of the indemnifying party. In the event the indemnifying party exercises the right to undertake any such action (including defense against any impleaded parties) include both such Third Party Claim as provided above, the Indemnifying Party indemnified party shall cooperate with the indemnifying party in such defense and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those make available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defendindemnifying party, at the sole cost indemnifying party's expense, all witnesses, pertinent records, materials, and expense of information in the Indemnifying Party (if indemnified party's possession or under the Indemnified Party indemnified party's control relating thereto as is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted reasonably required by the Indemnified Party to a final conclusion or settledindemnifying party. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoingSimilarly, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim the indemnified party is, directly or indirectly, conducting the defense against any Indemnifying Party hereunder that does not involve a such Third Party Claim, the Indemnified Party indemnifying party shall transmit cooperate with the indemnified party in such defense and make available to the Indemnifying Party a written notice (indemnified party, at the “Indemnity Notice”) describing indemnifying party's expense, all such witnesses, pertinent records, materials, and information in reasonable detail the nature of indemnifying party's possession or under the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified indemnifying party's control relating thereto as is reasonably required by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunderindemnified party. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a No such Third Party Claim shall may be made within 30 days after settled by the latest of (i) indemnifying party or the settlement of that Third Party Claim, (ii) indemnified party without the expiration prior written consent of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreementother.

Conditions of Indemnification. (a) All claims for indemnification Indemnification under this Agreement shall will be asserted and resolved as follows in this Section 7.410.5. (b) A party claiming indemnification under this Agreement (an “An Indemnified Party”) shall Person will promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) Seller of any third-party claim or claims asserted against the Indemnified Party Person (“Third "Third-Party Claim”") that could give rise to a right of indemnification Indemnification under this Agreement and (ii) transmit to the Indemnifying Party Seller a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Third-Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages Damages attributable to the Third Third-Party Claim to the extent feasible (which estimate shall will not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s Person's request for indemnification Indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall will not relieve the Indemnifying Party Seller of its obligations to the Indemnified Party Person with respect to the related Third Third-Party Claim Claim, except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 fifteen days after receipt of any Claim Notice (the “Election Period”)Notice, the Indemnifying Party shall Seller will notify the Indemnified Party (y) Person whether the Indemnifying Party Seller disputes its potential liability to the Indemnified Party Person under this Article 7 X with respect to that Third Third-Party Claim or (z) if the Indemnifying Party Claim. If Seller does not dispute its potential liability to the Indemnified Party with respect Person and agrees to that be responsible for the defense of the Indemnified Person against a Third Party Claim, whether the Indemnifying all Damages arising from such Third Party desires, at Claim will be the sole cost responsibility and expense of the Indemnifying Partyliability of, and will be promptly satisfied or reimbursed to defend the Indemnified Party against that Third Party ClaimPerson by, Seller, subject to the provisions of Section 10.3. (c) If the Indemnifying Party does not dispute its potential liability to the The Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume Person(s) will undertake the defense of the Third such Third-Party Claim, then the Indemnifying Party shall Claim and Seller will have the right but not the duty to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party participate in the defense of that Third such claim and Buyer will consult with Seller regarding the strategy for defense of such Third-Party Claim, including with respect to the Indemnified Person's choice of legal counsel; provided, however, that the Indemnifying Party shall not enter into Indemnified Person will have the right in its reasonable discretion to settle any settlement such claim; provided, further, that except with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior written consent of that Indemnified Party (Seller, which such consent may will not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorizedor delayed, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or no settlement of any Third such Third-Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf determinative of the Indemnified Partyamount of Damages relating to such matter. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event that any Indemnified Party Person should have a claim against any Indemnifying Party Seller hereunder that does not involve a Third Third-Party Claim, the Indemnified Party shall Person will transmit to the Indemnifying Party Seller a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall will not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s Person's request for indemnification Indemnification under this Agreement. The failure to promptly deliver an Indemnity Notice will not relieve Seller of its obligations to the Indemnified Person with respect to the related Third-Party Claim, except to the extent that the resulting delay is materially prejudicial to the defense of that claim. If the Indemnifying Party Seller does not notify the Indemnified Party Person within 15 fifteen days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, Seller disputes the claim specified by the Indemnified Party Person in the Indemnity Notice, that claim shall will be deemed a liability of the Indemnifying Party Seller hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (fe) Payments of all amounts owing by an Indemnifying Party Seller pursuant to this Article 7 X relating to a Third Third-Party Claim shall will be made within 30 thirty days after the latest of (i) the settlement of that Third Third-Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Third-Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s Seller's liability to the Indemnified Party Person under this Agreement in respect of that Third Third-Party Claim. Payments of all amounts owing by an Indemnifying Party Seller pursuant to Section 7.4(e10.5(d) shall will be made within 30 thirty days after the later of (i) the expiration of the 30fifteen-day Indemnity Notice period period. Seller will pay all attorney's fees due under this Article X within thirty days after the receipt by Seller of an invoice for such attorney's fees. (f) Any claim by Buyer for Indemnification that includes claims based on validity or (ii) the expiration collectibility of the period for appeal Company accounts receivable will be accompanied by assignments of a final adjudication of the Indemnifying Party’s liability such accounts to Seller. Seller will own and hold such accounts only to the Indemnified Party under this Agreementextent that Seller makes payment to Buyer for or in respect of them.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.49.05. The provisions of Article IX shall be the sole manner by which the Indemnified Party shall assert any claim against the Indemnifying Party that does not involve a Third Party Claim, including without limitation any claim for breach of this Agreement. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.19.02, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.05(c) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.05(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying PartyParty (provided that such expenses are reasonable), and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7IX, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (provided that such expenses are reasonable) (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.05 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.05(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that the validity of such claim, as provided above, that such dispute shall be resolved as provided by this Agreement arbitration in accordance with Section 11.15 if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 IX relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.05(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (g) Subject to the terms of the Escrow Agreement, any and all claims owed by the Company to an RW Indemnified Party shall be satisfied first by the transfer by the Escrow Agent to RW to shares of RW Common Stock of each Stockholder then held in escrow and any and all claims owed by any Stockholder to an RW Indemnified Party shall be satisfied first by the transfer by the Escrow Agent to RW of shares of RW Common Stock of such Stockholder then held in escrow. In the event that a Stockholder at any time or from time to time wants to replace any such escrowed shares of RW Common Stock with cash, such Stockholder may do so by replacing any one share of RW Common Stock with an amount of cash equal to the IPO Price. In the event that (i) any payments are not made in a timely manner pursuant to this section or (ii) the amounts remaining in escrow are insufficient to satisfy such claims, RW shall have the right to withhold any amounts otherwise due to the stockholders in order to satisfy such payment obligation. No claims shall be paid pursuant to this Section 9.05(g) until there has been a final adjudication with respect to the amount of any such claims. (h) In the event that a dispute shall arise between the parties in connection with the validity of any claim made pursuant to this Article IX, the parties shall attempt to negotiate among themselves in good faith to resolve the dispute consensually. If the dispute cannot be resolved informally with 30 days, either party shall have the right (a) to notify the other that it will apply to have the dispute resolved by an arbitrator appointed in accordance with the Commercial Rules of the American Arbitration Association and (b) to request that a hearing be held to resolve the controversy within 30 days after the filing of said application or as soon thereafter as reasonably practicable. The decision of the arbitrator shall be binding upon the parties, and judgment on any award rendered may be entered in any court of competent jurisdiction. The costs of arbitration shall be divided equally between the parties thereto, unless the arbitrator shall determine otherwise.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) 13.3.1 A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 30 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIII with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claimclaim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims Claims for indemnification under this Agreement Section 8.2 or Section 8.3 shall be asserted and resolved as follows in this Section 7.48.4 provides. (b) A party claiming indemnification under this Agreement In the event a Party (an “Indemnified Party”) shall promptly (i) notify believes in good faith that it has suffered or incurred Damages or (ii) learns of or receives notice of any commencement of any Proceeding, the party written assertion of any Third-Party Claim or the imposition of any penalty, assessment or judgment, in each case for which indemnity may be sought pursuant to Section 8.2 or Section 8.3, and such Party intends to seek indemnity from whom indemnification is sought another Party (the “Indemnifying Party”) of any third-party claim pursuant to Section 8.2 or claims asserted against the Section 8.3, such Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to shall provide the Indemnifying Party a (or, if the Indemnifying Party is the Seller, the Seller) with written notice describing the Claim in reasonable detail (a “Claim Notice”) describing of such Proceeding, Third-Party Claim, penalty, assessment or judgment promptly (and in reasonable detail no event later than 30 days) after the nature Indemnified Party learns of or receives notice of such Proceeding, Third-Party Claim, penalty, assessment or judgment; provided, however, that any Claim Notice must be received by the Indemnifying Party (or, if the Indemnifying Party is the Seller, the Seller) prior to the expiration of the Third applicable Survival Period. Each Claim Notice shall describe, with as much detail as is reasonably practicable, the basis of the Third-Party Claim, a copy of all papers served with respect to that claim Claim (if any)) and all other material written evidence thereof, an estimate of the amount of damages attributable to the Third Party that Claim to the extent feasible (which estimate shall will not be conclusive of the final amount of that claimClaim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall will not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Third-Party Claim except (i) unless the Indemnified Party fails to deliver a valid Claim Notice prior to expiration of the applicable Survival Period or (ii) unless and only to the extent that the resulting delay Indemnifying Party is materially prejudicial prejudiced thereby. (c) Upon receipt of a Claim Notice from an Indemnified Party with respect to a Third-Party Claim, the Indemnifying Party may elect to assume and control the defense of that claimany such Third-Party Claim or any Proceeding resulting therefrom. Within 15 days after receipt After notice from the Indemnifying Party to the Indemnified Person of its election to assume and control the defense of a Third-Party Claim or any Claim Notice (the “Election Period”)Proceeding resulting therefrom, the Indemnifying Party shall notify the Indemnified Party (y) whether not, so long as the Indemnifying Party disputes its potential liability diligently conducts such defense, be liable to the Indemnified Party under this Article 7 VIII for any fees of other counsel or any other expenses with respect to that Third the defense of such Third-Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to Claim, in each case subsequently incurred by the Indemnified Party in connection with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of such Third-Party Claim. In the Third event that an Indemnifying Party assumes the defense of a Third-Party Claim, then the Indemnifying Party shall will have the right to take such action as it deems necessary to avoid, dispute, defend, at its sole cost and expense, that Third appeal or make counterclaims pertaining to any such Third-Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by in the Indemnifying Party to a final conclusion or settled at the discretion name and on behalf of the Indemnifying Party in accordance with this Section 7.4(c)Indemnified Party, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession possession, custody or control with respect to that Third such Third-Party Claim and otherwise cooperate fully with the Indemnifying Party in the defense all aspects of that Third any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of such Third-Party Claim, including by providing the party with all reasonably requested information and reasonable access to employees and officers (including as witnesses) and the right to inspect and copy documents and records or other information; provided, however, that the Indemnifying Party shall will not consent to any judgment or enter into any settlement with respect to any Third Third-Party Claim that purports does not include as an unconditional term thereof the giving by the claimant or plaintiff to limit such Indemnified Party of a full and unconditional release from all liability in respect of such claim or litigation. Neither the activities ofIndemnifying Party nor the Indemnified Party shall settle, compromise or otherwise restrict make any other disposition of any Third-Party Claim which would or might result in any way, any liability to the Indemnified Party or any affiliate of any Indemnified Party the Indemnifying Party, respectively, under this Article VIII without the prior written consent of that Indemnified such other Party (which consent may shall not be unreasonably withheld withheld, delayed or conditioned) unless the sole relief provided is monetary damages that are paid in full by the Indemnified Party)Party agreeing to such settlement, compromise or disposition. The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable All costs and expenses incurred thereby from by the Indemnifying Party, Party in defending any Third-Party Claim shall be counted in calculating the amounts set forth in Section 8.7(a) if the Third-Party Claim relates to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate a matter to protect its interests or those of the Indemnifying Partywhich Section 8.7(a) applies. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Third-Party Claim controlled by the Indemnifying Party pursuant to controls under this Section 7.4(c8.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised in writing by outside counsel that there may be is a conflict of interest which renders it inadvisable for one or more legal defenses available firm to it which are different from or additional to those available to represent the Indemnified Party and the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for at the reasonable costs and expense incurred thereby from of the Indemnifying PartyParty (provided, that such counsel is limited to one separate firm of attorneys, in addition to one local counsel firm), and, on its written notification of that employment, the Indemnifying Party shall will not have the right to assume or continue the defense of such that action on behalf of the Indemnified Party. The provisions of this Section 8.4(c) shall not apply to Tax Contests, which shall be governed by the provisions of Section 5.10(f). (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) under this Article VIII or (Cii) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to under Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim8.4(c), then the Indemnified Party shall will have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Third-Party Claim by all appropriate proceedings, which proceedings shall be the Indemnified Party must promptly and vigorously prosecuted by the Indemnified Party prosecute to a final conclusion or settledsettle. The Indemnified Party shall will have full control of such defense and proceedings; provided, however, the Indemnified Party will not enter into any settlement with respect to any Third-Party Claim that would result in payment of an amount for which the Indemnifying Party would be liable under this Article VIII without the prior consent of that Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect it is determined that the Indemnifying Party disputes its potential does not have liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying PartyVIII, the Indemnifying Party shall will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to under this Section 7.4 8.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall will reimburse the Indemnifying Party in full for all reasonable costs and expenses of such that litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to controls under this Section 7.4(d8.4(d), and the Indemnifying Party shall will bear its own costs and expenses with respect to that participation. (e. The provisions of this Section 8.4(d) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not apply to Tax Contests, which shall be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified governed by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability provisions of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givenSection 5.10(f). (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b). Except as set forth in Section 14.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those 47 available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its their potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (ed) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (fe) Payments of all amounts owing by an any Indemnifying Party pursuant to this Article 7 XIV relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an the Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after 48 the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (f) The Indemnifying Party shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party agrees to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Party to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Party desired to accept such settlement. (g) Notwithstanding any provision herein to the contrary, the obligation of an Indemnifying Party to provide indemnification to an Indemnified Party for breach of any representation or warranty as provided in Sections 14.1(a) or 14.2(a) hereof shall not take effect unless and until the Damages asserted against or incurred in the aggregate and on a collective basis by the Indemnified Parties pursuant to either Section 14.1 or 14.2 (as applicable) as a result of such a breach or breaches exceeds $100,000.

Conditions of Indemnification. (a) All claims for indemnification under this Merger Agreement shall be asserted and resolved as follows in this Section 7.49.04. (ba) A party claiming indemnification under this Merger Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Merger Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim "Third Party Claims Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis for the Indemnified Party’s 's request for indemnification under this Merger Agreement, and (iii) if the Third Party Claim may create a Seller Indemnified Loss or a Stockholder Indemnified Loss, notify the Escrow Agent as required in the Escrow Agreement of such potential claim. Except as set forth in Section 7.19.01, the failure to promptly deliver a Claim Third Party Claims Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim Claim, except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Third Party Claims Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX with respect to that Third Party Claim or (z) and, if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.04(b) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict restricts in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer answer, or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Partyinterests. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.04(b) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A1) disputes its potential liability to the Indemnified Party under this Article 7IX, (B2) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.04(a) or (C3) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.04(b) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.04(b) but fails to prosecute diligently and promptly to prosecute or otherwise dispose of or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.04 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.04(c), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (ed) In the event If any Indemnified Party should have has a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis of the Indemnified Party’s 's request for indemnification under this Merger Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 business days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall conclusively be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim. (e) Any dispute, as provided abovecontroversy, that dispute difference or claim arising out of, relating to or in connection with this Merger Agreement, any transaction hereunder or breach hereof shall be resolved finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect by one arbiter appointed in accordance with such rules. The arbiter's award shall be final and binding. Judgment upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof. The arbitration shall take place in Wichita, Kansas, or such other place as provided by this Agreement if the parties do not reach may agree. The arbiter's award shall include (i) a settlement provision that the prevailing party in such arbitration shall recover its costs of the arbitration and reasonable attorneys' fees from the other party, and (ii) the amount of such costs and fees. Notwithstanding anything in this Section to the contrary, either party may, if it believes that it requires or is entitled to injunctive relief, file a civil action in any court having jurisdiction seeking injunctive relief. Any dispute within 30 days after notice of that dispute is givenregarding a claim to or demand for monetary damages shall, however, be governed exclusively by the provisions for arbitration set forth in this subsection (e). (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 IX relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimMerger Agreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.04(d) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Merger Agreement. The procedure set forth herein for resolution and payment of any claim shall be in addition to, and not in lieu of, any rights of the parties set forth in the Escrow Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement Agreement, and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) Claim, and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Any damages ultimately awarded shall be reduced by the costs incurred as a result of such delay. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that such Third Party Claim, and (ii) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party reasonably shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and, upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (ed) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) , and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (fe) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 XIV relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (f) The Indemnifying Party shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and such offer is contingent only upon the acceptance by the Indemnifying Party, and the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party agrees to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Party to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Party desired to accept such settlement. (g) Notwithstanding any provision herein to the contrary, the obligation of APPM or Buyer on the one hand, or Seller, on the other hand, to provide indemnification for breach of any representation or warranty or covenants as provided in Section 14.1(a) or 14.2(a) hereof, shall not take effect unless and until the Damages asserted against or incurred in the aggregate and on a collective basis by APPM or Buyer, on the one hand, or Seller, on the other hand, as a result of such a breach or breaches exceeds $15,000 (but expressly excluding any such claims involving fraud, intentional misrepresentation, title to the Purchased Assets, Taxes, Litigation or Healthcare Fraud).

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. 7.04. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.17.01, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 VII with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) . If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the 14.3. The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available not prejudicial to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the it being understood and agreed that if an Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party takes any such action that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently is prejudicial and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to causes a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice adjudication that is adverse to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required relieved of its obligations hereunder with respect to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of such Third Party Claim). If requested by the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claimagrees, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.at the

Conditions of Indemnification. With respect to any actual or potential claim, any written demand, the commencement of any action, or the occurrence of any other event which involves any matter or related series of matters (aa “Claim”) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. against which a party hereto is indemnified (b) A party claiming indemnification under this Agreement (an the “Indemnified Party”) shall promptly (i) notify by the other party from whom indemnification is sought (the “Indemnifying Party”) under Sections 14.1 and 14.2 of any this Section 14 hereof: 14.3.1 Promptly after the Indemnified Party first receives written documentation pertaining to the Claim, or if such Claim does not involve a third-party claim or claims asserted against the Indemnified Party (a “Third Third-Party Claim”) that could promptly after the Indemnified Party first has actual knowledge of such Claim, the Indemnified Party shall give rise to a right of indemnification under this Agreement and (ii) transmit notice to the Indemnifying Party a written notice (“Claim Notice”) describing of such claim in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of and stating the amount involved, if known, together with copies of damages attributable any such written documents setting forth details pertaining to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the . 14.3.2 The Indemnifying Party of its obligations shall have no obligation to indemnify the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify if the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability fails to the Indemnified Party under this Article 7 give notice with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party thereto in accordance with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party ClaimSection 14.3.1 above. (c) 14.3.3 If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Claim involves a Third-Party Claim, then the Indemnifying Party shall have the right to defendright, at its sole cost cost, expense and expenseultimate liability, that Third Party Claim by all appropriate proceedingsregardless of the outcome, and through counsel of its choice (which proceedings counsel shall be prosecuted diligently by the Indemnifying Party reasonably satisfactory to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect Party) to that Third Party Claim and litigate, defend, or otherwise cooperate with the Indemnifying Party in the defense of that Third attempt to resolve such Third-Party Claim; provided, however, that if in the Indemnified Party’s reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party shall not enter into any settlement with respect to any Third such Third-Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying PartyClaim, then the Indemnified Party may employ separate shall be entitled to select counsel with the right of its own choosing reasonably satisfactory to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, Party in which event the Indemnifying Party shall not have be obligated to pay the right to assume or continue the defense fees and expenses of such action on behalf of counsel. Notwithstanding the preceding sentence, the Indemnified Party may elect, at any time and at the Indemnified Party. ’s sole cost, expense and ultimate liability, regardless of the outcome and through counsel of its own choice, to litigate, defend, settle, or otherwise attempt to resolve such Third-Party Claim. If the Indemnified Party so elects (d) for reasons other than the Indemnifying Party’s failure or refusal to provide a defense to such Third-Party Claim), then the Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect to such Third-Party Claim, but such disposition will be without prejudice to any other right the Indemnified Party may have to indemnification under Sections 14.1 and 14.2 of this Article 14 hereof, regardless of the outcome of such Third-Party Claim. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability fails or refuses to the Indemnified Party under this Article 7, (B) elects not provide defense to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third any Third-Party Claim, then the Indemnified Party shall have the right to defendundertake the defense, compromise, or settlement of such Third-Party Claim, through counsel of its choice on behalf of and for the account and at the sole cost and expense risk of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs be obligated to pay the costs, expenses, and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified attorney fees incurred by the Indemnified Party in the Indemnity Noticeconnection with such Third-Party Claims. In any event, that claim Buyer, Seller and ▇▇▇▇▇▇ shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claimfully cooperate with each other and their respective counsel in connection with any such litigation, as provided abovedefense, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givenor other attempted resolution. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of any party to indemnify any other party under Sections 8.1 and 8.2 hereof with respect to Claims shall be subject to the following terms and conditions: (a) All claims for indemnification under this Agreement shall The party to be asserted and resolved as follows in this Section 7.4. indemnified (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify give the other party from whom indemnification is sought or parties (the “"Indemnifying Party”") prompt notice of any third-party claim or claims asserted against such Claim; provided, however that the Indemnified Party (“Third Party Claim”) that could give rise failure to a right of indemnification under this Agreement and (ii) transmit to notify the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the such Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim under this Article VIII except to the extent that the resulting delay is materially prejudicial failure to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall so notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of adversely prejudices the Indemnifying Party, 's ability to defend the Indemnified Party against that Third Party such Claim. (cb) If The Indemnifying Party shall be entitled to contest and defend any Claim, subject to the provisions of Section 8.3(c) hereof, by all appropriate legal proceedings, at the Indemnifying Party's own cost and expense; provided, that the Indemnifying Party does not dispute its potential liability to the Indemnified Party and so notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense 30 days after receipt of notice of the Third Party ClaimClaim (or sooner, then if the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion nature of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Partyasserted liability so requires it). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within assumes the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party defense of a Claim, then the Indemnified Party shall have the right to defend, participate in all proceedings and to be represented by attorneys of the Indemnified Party's own choosing at the sole Indemnified Party's own cost and expense of expense. If the Indemnifying Party (if fails to take reasonable steps necessary to defend such Claim within 30 calendar days after receiving notice from the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by that the Indemnified Party believes the Indemnifying Party has failed to a final conclusion or settledtake such steps, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for any reasonable expenses therefor. The Notwithstanding anything contained herein to the contrary, the Indemnified Party shall have full the right to employ separate counsel at the Indemnifying Party's expense and to control its own defense of such defense action or proceeding if the named parties to any such litigation include the Indemnified Party and proceedingsthe Indemnifying Party and, in the opinion of counsel to the Indemnified Party addressed to the Indemnifying Party that representation of both parties would be inappropriate due to actual or potential conflicts between the parties. Notwithstanding the foregoingIn addition, if the Indemnifying Party has delivered assumes the defense of a written notice to Claim, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of law by the Indemnified Party and no effect on any other claims that may be made against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnified Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. (c) In the effect event that the Indemnifying Party disputes its potential liability does not elect to assume the defense of a Claim in accordance with the provisions of subparagraph (b) above, the Indemnified Party under shall keep the Indemnifying Party fully informed of the facts of the Claim and the progress 40 42 of the defense thereof and the Indemnifying Party shall be bound by any determination made or any settlement or compromise effected with respect thereto by the Indemnified Party. Notwithstanding any other provision of this Article 7 and Section 8.3, if an Indemnified Party determines in good faith that dispute there is resolved in favor a reasonable probability that an action which is the basis of a Claim may adversely affect it or its affiliates other than as a result of monetary damages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnifying Party shall not be required bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). (d) The notice referred to bear in Section 8.3(a) hereof shall set forth the costs and expenses details of the Indemnified Party’s defense Claim (including the amount, estimated if necessary, of the asserted damages) and the specific provisions of this Agreement relating thereto (the "Notice") and with respect to any Claim pursuant to this Section 7.4 8.1(i) (other than Seller's representations and warranties specified in the following proviso) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request8.2(i), and the Indemnified Party respectively, shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled have been given by the Indemnified Party pursuant no later than eighteen months from the Closing Date; provided, that, with regard to this Claims arising out of a breach of the Sellers' representations and warranties set forth in Section 7.4(d)5.2, 5.9 and 5.14 the Indemnifying Party notice shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit been given prior to the Indemnifying Party applicable statute of limitation for such Claim and with regard to Claims arising out of a written notice (the “Indemnity Notice”) describing in reasonable detail the nature breach of the claim, an estimate of Sellers' representations and warranties set forth in Section 5.16 the amount of Damages attributable to that claim notice shall have been given prior to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest earlier of (i) the settlement of that Third Party Claim, (ii) the expiration fifth anniversary of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period date hereof or (ii) the expiration applicable statute of limitation for such claim. Notwithstanding the period for appeal of a final adjudication of foregoing, no Notice shall be required with respect to any claims pursuant to Sections 8.1(iv) and 8.2(iv) and the Indemnifying Party’s liability to indemnifications provided thereunder shall survive the Indemnified Party under this AgreementClosing Date in perpetuity.

Conditions of Indemnification. The obligations and liabilities of the Stockholders and Acquiror hereunder with respect to their respective indemnities pursuant to this Article XI, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) All claims for The party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify must give the other party from whom indemnification is sought (the “"Indemnifying Party”) "), notice of any third-party claim Third Party Claim which is asserted against, imposed upon or claims asserted against incurred by the Indemnified Party (“Third Party Claim”) that could and which may give rise to a right liability of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice pursuant to this Article XI, stating (“Claim Notice”to the extent known or reasonably anticipated) describing in reasonable detail the nature and basis of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the such Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, amount thereof; provided that the failure to promptly deliver a Claim Notice give such notice shall not relieve affect the Indemnifying Party rights of its obligations to the Indemnified Party with respect to the related Third Party Claim hereunder except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense have suffered actual material damage by reason of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimsuch failure. (cb) If the Indemnifying Party does not dispute its potential liability Subject to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party ClaimSection 11.4(c) below, then the Indemnifying Party shall have the right to defendundertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim at the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to undertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 11.4(c), the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 11.4 to the contrary notwithstanding, (i) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim in form and substance satisfactory to the Indemnified Party; (ii) in the event that the Indemnifying Party undertakes the defense of such Third Party Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to participate in the defense, compromise or settlement thereof and each party and its counsel and other representatives shall cooperate with the other party and its counsel and representatives in connection therewith; and (iii) in the event that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at undertakes the discretion defense of such Third Party Claim, the Indemnifying Party in accordance with this Section 7.4(c), and shall have an obligation to keep the Indemnified Party will furnish informed of the Indemnifying Party with all information in its possession with respect to that status of the defense of such Third Party Claim and otherwise cooperate furnish the Indemnified Party with all documents, instruments and information that the Indemnifying Party Indemnified party shall reasonably request in connection therewith. (e) The indemnification of the defense Acquiror Indemnified Persons by the Stockholders for any misrepresentation or breach of that Third Party Claimany representation or warranty, or noncompliance with any conditions or other agreements, given or made by the Company shall be joint and several; provided, however, that no Stockholder shall be liable for such indemnification in an amount in excess of the Indemnifying Party shall not aggregate portion of the Purchase Price received by such Stockholder. (f) In order to assure that the Stockholders retain assets sufficient to satisfy any claims for indemnification made by Acquiror Indemnified Persons, each Stockholder hereby agrees that, without the prior written consent of Acquiror, such Stockholder will not, during the period commencing as of the Effective Time and ending eighteen (18) months after the Effective Time, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 20% of the shares of the Acquiror Convertible Preferred Stock (or any Acquiror Common Stock issuable upon the conversion of such Acquiror Convertible Preferred Stock) received by the Stockholder in connection with the Merger, (ii) enter into any settlement with respect swap or other arrangement that transfers to any Third Party Claim that purports to limit the activities ofanother, in whole or otherwise restrict in any waypart, any Indemnified Party of the economic consequences of ownership of 20% of the shares of Acquiror Convertible Preferred Stock (or any affiliate Acquiror Common Stock issuable upon the conversion of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld such Acquiror Convertible Preferred Stock) received by the Indemnified Party). The Indemnified Party is hereby authorized, Stockholder in connection with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying PartyMerger, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to whether any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party transaction described in clause (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects above is to defend be settled by delivery of Acquiror Convertible Preferred Stock (or Acquiror Common Stock issuable upon the conversion of Acquiror Convertible Preferred Stock) or other securities, in cash or otherwise. (g) Each claim for indemnification by Acquiror Indemnified Party pursuant Persons shall be satisfied (i) first, in shares of Acquiror Common Stock (assuming for this purpose the conversion to Section 7.4(cthe extent necessary of Acquiror Convertible Preferred Stock into Acquiror Common Stock, whether or not then convertible, and the exercise of the Acquiror Warrants, whether or not then exercisable) but fails diligently and promptly to prosecute or settle received in connection with the Third Party ClaimMerger, then the Indemnified Party shall have the right to defendwhere such shares are valued, for purposes of such indemnification, at the sole cost closing price of the Acquiror Common Stock on the day immediately preceding the date of such claim for indemnification, and expense of (ii) second, if such shares then held by the Indemnifying Party (if the Indemnified Party is entitled or Parties responsible for such claim are not sufficient to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have satisfy a claim against any Indemnifying Party hereunder that does not involve a Third Party Claimin full, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givencash. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. With respect to any actual or potential claim, any written demand, the commencement of any action, or the occurrence of any other event which involves any Shareholder Indemnifiable Claim or Purchaser Indemnifiable Claim: (a) All claims for indemnification under this Agreement Promptly after the Indemnified Party first receives written documents pertaining to the Claim, or if such Claim does not involve a third party Claim (a "Third Party Claim"), promptly after the Indemnified Party first has actual knowledge of such Claim, the Indemnified Party shall be asserted give notice to the Indemnifying Party of such Claim in reasonable detail and resolved as follows in this Section 7.4stating the amount involved, if known, together with copies of any written documents. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) The obligation of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (shall not be affected by the “Election Period”), failure of the Indemnified Party to give the notice with respect thereto in accordance with Section 8.5(a) hereof unless the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimhas been materially prejudiced thereby. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Claim involves a Third Party Claim, then the Indemnifying Party shall have the right to defendright, at its sole cost cost, expense and expenseultimate liability regardless of the outcome, that Third Party Claim by all appropriate proceedings, and through counsel of its choice (which proceedings counsel shall be prosecuted diligently by reasonably satisfactory to the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(cIndemnified Party), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and litigate, defend, settle or otherwise cooperate with the Indemnifying Party in the defense of that attempt to resolve such Third Party Claim; provided, however, that if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder)select counsel of its own choosing, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party reasonably satisfactory to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, in which event the Indemnifying Party shall not be required obligated to bear pay the costs fees and expenses of such counsel. Notwithstanding the preceding sentence, the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein Party may elect, at any time and at the Indemnified Party’s request's sole cost, expense and ultimate liability, regardless of the outcome, and through counsel of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party shall reimburse so elects (for reasons other than the Indemnifying Party's failure or refusal to provide a defense to such Third Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(dClaim), and then the Indemnifying Party shall bear its own costs and expenses have no obligation to indemnify the Indemnified Party with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a such Third Party Claim, but such disposition will be without prejudice to any other right the Indemnified Party shall transmit may have to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature indemnification under Section 8.2 or 8.3 hereof, regardless of the claim, an estimate outcome of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreementsuch Third Party Claim. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.fails or

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.115.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) . If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c15.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c15.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) b. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 15.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c15.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d15.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) c. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 19.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) d. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 15 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e15.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (ai) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. the indemnified party (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall will promptly (i) notify the indemnifying party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) claim, provided, however, that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice give such notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim hereunder except to the extent that the resulting delay is Indemnifying Party was actually and materially prejudicial prejudiced by such failure; (ii) the Indemnifying Party will have the sole and exclusive authority to the defense of that claim. Within 15 days after receipt of defend or settle any Claim Notice such claim (the “Election Period”)provided that, the Indemnifying Party shall notify will obtain the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to Party’s consent in connection with any act or forbearance required by the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. which consent will not be unreasonably withheld); and (ciii) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise reasonably cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that connection with the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit Party’s activities hereunder, at the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Indemnifying Party)’s expense. The Indemnified Party is hereby authorizedreserves the right, with at its own expense, to participate in the right to receive reimbursement defense of reasonable a claim. The Indemnifying Party will pay all costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those reasonable legal fees following notice of the Indemnifying Party. The Indemnified Party may participate inclaim, but not controlwhich shall be provided in accordance with this section, and any defense or settlement of any Third Party Claim controlled amounts agreed to be paid by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to or any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and damages awarded against the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available in connection with any such claim. Notwithstanding anything herein to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employmentcontrary, the Indemnifying Party shall will not have the right settle any claims for which it has an obligation to assume indemnify under this section admitting liability or continue the defense of such action fault on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to , nor create any obligation on behalf of the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of without the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationprior written consent. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of ----------------------------- Seller and Purchaser, as the case may be, under Section 5.10 (herein referred to as the "INDEMNIFYING PARTY"), with respect to Claims made by third parties shall be subject to the following terms and conditions: (a) All claims for indemnification Upon obtaining knowledge thereof, the Person to whom such Claim relates (the "INDEMNIFIED PARTY") shall promptly notify the Indemnifying Party of such Claim but the omission so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to the Indemnified Party under this Agreement shall be asserted Section 5.10 unless, and resolved as follows only to the extent that, such omission so to notify results in this Section 7.4the loss of substantive rights or defenses. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to If the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of acknowledges its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”)indemnify and hold harmless hereunder, the Indemnifying Party shall notify have the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability right to employ such counsel as is reasonably acceptable to the Indemnified Party under this Article 7 with respect to defend any such Claim asserted against the Indemnified Party; provided, however, that Third Party Claim or (z) if the defendants in any such action include both the Indemnifying Party does not dispute its potential liability and the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses or rights available to the Indemnified Party which are substantially different from or in actual or potential conflict with respect those available to that Third Party Claim, whether the Indemnifying Party, the Indemnified Party desires, shall have the right to select one law firm to act at the sole cost and Indemnifying Party's expense as separate counsel, on behalf of such Indemnified Party (or, if there be more than one, all Indemnified Parties). The Indemnified Party shall have the right to participate in the defense of any such Claim. The Indemnified Party shall not settle any Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall make available to defend the Indemnifying Party and its representatives all records and other material required by them for their use in contesting any Claim asserted by a third party against the Indemnified Party against that Third Party ClaimParty. (c) If the Indemnifying Party does not dispute its potential liability Anything in this Section 5.11 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect an Indemnified Party and notifies the other than as a result of money damages or other money payments, such Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole own cost and expense, that Third Party and to compromise or settle such Claim by all appropriate proceedingswith the consent of the Indemnifying Party, which proceedings shall be prosecuted diligently by and (ii) the Indemnifying Party to a final conclusion or settled at shall not, without the discretion written consent of the Indemnifying Party in accordance with this Section 7.4(c)Indemnified Party, and settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party will furnish of a release from all liability in respect of such Claim. (d) Notwithstanding the Indemnifying Party with all information in its possession with respect provisions of Section 5.10 to that Third Party Claim the contrary, Seller and otherwise cooperate with Parent, on the Indemnifying Party in one hand, and Purchaser on the defense other hand, shall not have any liability or obligation to the other, and no claim shall be asserted against the other, for any Damages under Section 5.10(a)(i) or Section 5.10(b)(i), as applicable, unless and until the aggregate amount of that Third Party ClaimDamages exceeds $50,000 (the "Basket"); provided, however, that in the Indemnifying Party event the aggregate amount of such Damages exceeds the Basket, the Basket shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities ofDamages that may be claimed by and Seller and Parent, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without on the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Partyone hand, and Purchaser on the Indemnified Party has been advised by counsel that there may other hand, and such party shall be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), collect the Third Party Claim by entire amount of all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedingsDamages thereunder. Notwithstanding the foregoing, if under no circumstances shall any party be liable or obligated to indemnify any other party under the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved provisions of Section 5.10(a)(i) or Section 5.10(b)(i), as applicable, for Damages in favor an aggregate amount in excess of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationPurchase Price. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”"THIRD PARTY CLAIM") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”"CLAIM NOTICE") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.14.04, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “Election Period”"ELECTION PERIOD"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 9 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Section. The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) c. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 9.03(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.03(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided; however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 9 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.03(b), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) d. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”"INDEMNITY NOTICE") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that dispute shall be resolved as provided by this Agreement and if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given, any such dispute shall be submitted to arbitration in Tampa, Florida to a member of the American Arbitration Association mutually appointed by the Indemnified and Indemnifying Parties (or, in the event the Indemnified and Indemnifying Parties cannot agree on a single such member, to a panel of three members selected in accordance with the rules of such Association), who shall promptly arbitrate such dispute in accordance with the rules of such Association and report to the parties upon such disputed items, and such report shall be final, binding and conclusive on the parties. Judgment upon the award by the arbitrator(s) may be entered in any court having jurisdiction. The prevailing party in any such arbitration may, as determined by the arbitrator or arbitrators in his or their discretion, recover from, and have paid by, the other party hereto, all fees and disbursements of such arbitrator or arbitrators and reasonable attorney's fees, costs and expenses incurred by the prevailing party in such arbitration. (f) e. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 9 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.03(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows provided in this Section 7.49.04. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”"THIRD PARTY CLAIM") that could give rise to a right of indemnification under this 56 Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”"CLAIM NOTICE") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that the claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that the claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.19.02, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that the claim. Any Third Party Claim asserted by Purchaser against the Significant Stockholders pursuant to Section 9.02(a) will be made against all, but not less than all, of the Significant Stockholders. Within 15 days after receipt of any Claim Notice (the “Election Period”"ELECTION PERIOD"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX with respect to that the Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that the Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that the Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) c. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participation.if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. 49 (e) d. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 17.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) e. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 14 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b). Except as set forth in Section 14.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party ; provided further that the Indemnifying Party elects to defend shall not, in connection with any one such action or separate but substantially similar or related actions in the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense same jurisdiction arising out of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder)same general allegations or circumstances, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.be

Conditions of Indemnification. The obligations and liabilities of UCI Sole Shareholder and Acquiror hereunder with respect to their respective indemnities pursuant to this Article XI, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) All claims for The party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify must give the other party from whom indemnification is sought (the “"Indemnifying Party”) "), notice of any third-party claim Third Party Claim which is asserted against, imposed upon or claims asserted against incurred by the Indemnified Party (“Third Party Claim”) that could and which may give rise to a right liability of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice pursuant to this Article XI, stating (“Claim Notice”to the extent known or reasonably anticipated) describing in reasonable detail the nature and basis of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the such Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, amount thereof; provided that the failure to promptly deliver a Claim Notice give such notice shall not relieve affect the Indemnifying Party rights of its obligations to the Indemnified Party with respect to the related Third Party Claim hereunder except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense have suffered actual material damage by reason of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimsuch failure. (cb) If the Indemnifying Party does not dispute its potential liability Subject to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party ClaimSection 11.4(c) below, then the Indemnifying Party shall have the right to defendundertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim at the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to undertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 11.4(c), the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 11.4 to the contrary notwithstanding, (i) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim in form and substance satisfactory to the Indemnified Party; (ii) in the event that the Indemnifying Party undertakes the defense of such Third Party Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, that Third Party Claim by all appropriate proceedingsshall have the right to participate in the defense, which proceedings compromise or settlement thereof and each party and its counsel and other representatives shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party other party and its counsel and representatives in connection therewith; and (iii) in the defense of that Third Party Claim; provided, however, event that the Indemnifying Party shall not enter into any settlement with respect to any undertakes the defense of such Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employmentClaim, the Indemnifying Party shall not have an obligation to keep the right to assume or continue Indemnified Party informed of the status of the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Third Party (i) within the Election Period (A) disputes its potential liability to Claim and furnish the Indemnified Party under this Article 7with all documents, (B) elects not to defend instruments and information that the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved reasonably request in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationconnection therewith. (e) In the event any Claims for indemnification by Acquiror Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit Persons up to the Indemnifying Party $500,000 limitation shall be satisfied solely by a written notice (reduction in amounts due under the “Indemnity Notice”) describing in reasonable detail the nature of the claimPurchase Note or Escrow Note, an estimate of as applicable. No claim for indemnification may be made by Acquiror Indemnified Persons until the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givenor claims exceeds $25,000. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “The Indemnified Party”) Party shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “each Indemnifying Party”) Party of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party Parties a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party Parties shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its Parties dispute their potential liability to the Indemnified Party under this Article 7 Agreement with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desiresParties desire, at the sole cost and expense of the each Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies Parties notify the Indemnified Party within the Election Period that the Indemnifying Party elects Parties elect to assume the defense of the Third Party Claim, then the Indemnifying Party Parties shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party or Indemnified Parties, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party Parties to a final conclusion or settled at the discretion of the Indemnifying Party Parties in accordance with this Section 7.4(c12.3(b). Except as set forth in Section 12.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim Parties shall have full control of such defense and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; providedproceedings, however, that the Indemnifying Party shall not enter into including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParties (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying PartyParties and not prejudicial to the Indemnifying Parties. If requested by the Indemnifying Parties, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Parties, to cooperate with the Indemnifying Parties and their counsel in contesting any Third Party Claim that the Indemnifying Parties elect to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party Parties pursuant to this Section 7.4(c12.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party Parties and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying PartyParties, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying PartyParties, and, on its and upon written notification of that employmentthereof, the Indemnifying Party Parties shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party ; provided further that the Indemnifying Party elects to defend Parties shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedingsParty, which proceedings firm shall be promptly and vigorously prosecuted designated in writing by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedingsParty. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to Parties shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party to without the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses express written consent of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available not prejudicial to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the it being understood and agreed that if an Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party takes any such action that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently is prejudicial and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to causes a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice adjudication that is adverse to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required relieved of its obligations hereunder with respect to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of such Third Party Claim). If requested by the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.the

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for 55 indemnification under this Agreement. Except as set forth in Section 7.115.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) . If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c15.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c15.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) b. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 15.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c15.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d15.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) c. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 19.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) d. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 15 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e15.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. With respect to any actual or potential claim, any written demand, the commencement of any action, or the occurrence of any other event which involves any Shareholder Indemnifiable Claim or Purchaser Indemnifiable Claim: (a) All claims for indemnification under this Agreement Promptly after the Indemnified Party first receives written documents pertaining to the Claim, or if such Claim does not involve a third party Claim (a "Third Party Claim"), promptly after the Indemnified Party first has actual knowledge of such Claim, the Indemnified Party shall be asserted give notice to the Indemnifying Party of such Claim in reasonable detail and resolved as follows in this Section 7.4stating the amount involved, if known, together with copies of any written documents. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) The obligation of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (shall not be affected by the “Election Period”), failure of the Indemnified Party to give the notice with respect thereto in accordance with Section 8.5(a) hereof unless the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimhas been materially prejudiced thereby. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Claim involves a Third Party Claim, then the Indemnifying Party shall have the right to defendright, at its sole cost cost, expense and expenseultimate liability regardless of the outcome, that Third Party Claim by all appropriate proceedings, and through counsel of its choice (which proceedings counsel shall be prosecuted diligently by reasonably satisfactory to the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(cIndemnified Party), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and litigate, defend, settle or otherwise cooperate with the Indemnifying Party in the defense of that attempt to resolve such Third Party Claim; provided, however, that if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party shall not enter into any settlement with respect to any such Third Party Claim that purports to limit the activities ofClaim, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that then the Indemnified Party shall deem reasonably necessary or appropriate be entitled to protect its interests or those select counsel of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; providedchoosing, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available reasonably satisfactory to the Indemnifying Party, then in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Indemnified Party may employ separate elect, at any time and at the Indemnified Party's sole cost, expense and ultimate liability, regardless of the outcome, and through counsel with of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the right to reimbursement Indemnified Party so elects (for the reasonable costs and expense incurred thereby from reasons other than the Indemnifying Party's failure or refusal to provide a defense to such Third Party Claim), and, on its written notification of that employment, then the Indemnifying Party shall not have no obligation to indemnify the Indemnified Party with respect to such Third Party Claim, but such disposition will be without prejudice to any other right the Indemnified Party may have to assume indemnification under Section 8.2 or continue 8.3 hereof, regardless of the defense outcome of such action on behalf of the Indemnified Party. (d) Third Party Claim. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability fails or refuses to the Indemnified Party under this Article 7, (B) elects not provide a defense to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the any Third Party Claim, then the Indemnified Party shall have the right to defendundertake the defense, compromise or settlement of such Third Party Claim, through counsel of its choice, on behalf of and for the account and at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor risk of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs be obligated to pay the costs, expenses and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified attorney's fees incurred by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that connection with such Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) In any event, the Purchaser Indemnitees, the Company and the Shareholders shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreementother attempted resolution.

Conditions of Indemnification. With respect to any actual or potential claim, any written demand, the commencement of any action, or the occurrence of any other event which involves any Seller Indemnifiable Claim or Buyer Indemnifiable Claim (a “Claim”): (a) All claims for Promptly after the party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an the “Indemnified Party”) first receives written documents pertaining to the Claim, or if such Claim does not involve a third party Claim (a “Third Party Claim”), promptly after the Indemnified Party first has actual knowledge of such Claim, the Indemnified Party shall promptly (i) notify give notice to the party from whom indemnification is sought (the “Indemnifying Party”) ” of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any third-party claim or claims asserted against the Indemnified Party such written documents. (“Third Party Claim”b) that could give rise to a right The obligation of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (shall not be affected by the “Election Period”), failure of the Indemnified Party to give the notice with respect thereto in accordance with Section 5.4(a) hereof unless the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to establish that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimit has been prejudiced thereby. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Claim involves a Third Party Claim, then the Indemnifying Party shall have the right to defendright, at its sole cost cost, expense and expenseultimate liability regardless of the outcome, that Third Party Claim by all appropriate proceedings, and through counsel of its choice (which proceedings counsel shall be prosecuted diligently by reasonably satisfactory to the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(cIndemnified Party), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and litigate, defend, settle or otherwise cooperate with the Indemnifying Party in the defense of that attempt to resolve such Third Party Claim; provided, however, that if in the Indemnified Party’s reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party shall not enter into any settlement with respect to any such Third Party Claim that purports to limit the activities ofClaim, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that then the Indemnified Party shall deem reasonably necessary or appropriate be entitled to protect its interests or those select counsel of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; providedchoosing, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available reasonably satisfactory to the Indemnifying Party, then in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such counsel. Notwithstanding the immediately preceding sentence, the Indemnified Party may employ separate elect, at any time and at the Indemnified Party’s sole cost and expense, regardless of the outcome, and through counsel with of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the right to reimbursement Indemnified Party so elects (for the reasonable costs and expense incurred thereby from reasons other than the Indemnifying Party’s failure or refusal to provide a defense to such Third Party Claim), and, on its written notification of that employment, then the Indemnifying Party shall not have no obligation to indemnify the Indemnified Party with respect to such Third Party Claim, but such disposition will be without prejudice to any other right the Indemnified Party may have to assume indemnification under Section 5.2 or continue 5.3 hereof with respect to other Third Party Claims, regardless of the defense outcome of such action on behalf of the Indemnified Party. (d) Third Party Claim. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability fails or refuses to the Indemnified Party under this Article 7, (B) elects not provide a defense to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the any Third Party Claim, then the Indemnified Party shall have the right to defendundertake the defense, compromise or settlement of such Third Party Claim, through counsel of its choice, on behalf of and for the account and at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor risk of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs be obligated to pay the costs, expenses and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Partyattorney’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified fees incurred by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that connection with such Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) In any event, Seller and the Buyer Indemnitees shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreementother attempted resolution.

Conditions of Indemnification. (a) All claims Promptly following the receipt by any iPayment Indemnitee or ECX Indemnitee who may be entitled to indemnification hereunder (each, an "Indemnified Party") of written notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim") for which such Person seeks indemnification, the Indemnified Party receiving such notice of the Third Party Claim shall promptly notify iPayment or Summit (as the representative of the holders of the Notes), as the case may be (the "Indemnifying Party"), of its existence, setting forth the facts and circumstances of which such Indemnified Party has received notice, and shall specify in such notice the basis hereunder upon which the Indemnified Party's claim for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4is asserted. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the The Indemnified Party (“Third Party Claim”) that could give rise to shall tender the defense of a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) . If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume accepts responsibility for the defense of the a Third Party Claim, then the Indemnifying Party shall have the exclusive right to defendcontest, at its sole cost defend and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by litigate the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with shall have the Indemnifying Party exclusive right, in its discretion exercised in good faith and upon the defense 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 Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect at least ten days prior to any Third Party Claim that purports such settlement, it shall give written notice of its intention to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by settle to the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, be represented by counsel at the sole cost and its own expense of in any defense conducted by the Indemnifying Party (but the Indemnifying Party will control the defense of the Third Party Claim (if it has elected to do so)). (c) If, in accordance with the foregoing provisions of this Section 8.4, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if the Indemnifying Party shall fail to accept the defense of a Third Party Claim that has been tendered in accordance with this Section 8.4, the Indemnified Party shall 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 Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided at least ten days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.4 the Indemnified Party so defends or settles a Third Party Claim for which it is entitled to indemnification hereunder), as hereinabove provided, the Indemnified Party shall be reimbursed or otherwise indemnified by the Indemnifying Party hereunder in accordance with Section 8.5 (if applicable) for the reasonable attorneys' fees and other expenses of defending the Third Party Claim by all appropriate proceedingsthat are incurred from time to time, which proceedings shall be promptly and vigorously prosecuted by immediately following the earlier of (i) the agreement of the Indemnified Party and the Indemnifying Party that the Indemnifying Party is liable for such Damages pursuant to this Article VIII and (ii) the entry of a final conclusion or settledjudgment of a court of competent jurisdiction determining that any Damages exist and that the Indemnifying Party is liable for such Damages pursuant to this Article VIII. The Indemnified No failure by the Indemnifying Party to acknowledge in writing its indemnification obligations under this Article VIII shall have full control relieve it of such defense and proceedings. obligations to the extent they exist. (d) Notwithstanding the foregoing, if in connection with any settlement negotiated by the Indemnifying Party, no Indemnified Party has delivered a written notice shall be required to (i) enter into any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, or (B) if the Indemnified Party shall, in writing to the effect that the Indemnifying Party disputes its potential within the ten day period prior to such proposed settlement, disapprove of such settlement proposal (which settlement proposal will not be unreasonably disapproved) and desire to have the Indemnifying Party tender the defense of such matter back to the Indemnified Party, or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to Clause (B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by the Indemnifying Party to the extent that, upon final resolution of such Third Party Claim, the Indemnifying Party's liability to the Indemnified Party under but for this Article 7 and if that dispute is resolved in favor of proviso exceeds what the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that would have been if the Indemnifying Party were permitted to settle such Third Party Claim. Payments Claim in the absence of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party exercising its right under this Agreementclause (B) above.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “The Indemnified Party”) Party shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “each Indemnifying Party”) Party of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party Parties a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party Parties shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its Parties dispute their potential liability to the Indemnified Party under this Article 7 Agreement with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desiresParties desire, at the sole cost and expense of the each Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies Parties notify the Indemnified Party within the Election Period that the Indemnifying Party elects Parties elect to assume the defense of the Third Party Claim, then the Indemnifying Party Parties shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party or Indemnified Parties, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party Parties to a final conclusion or settled at the discretion of the Indemnifying Party Parties in accordance with this Section 7.4(c12.3(b). Except as set forth in Section 12.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim Parties shall have full control of such defense and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; providedproceedings, however, that the Indemnifying Party shall not enter into including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParties (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying PartyParties and not prejudicial to the Indemnifying Parties. If requested by the Indemnifying Parties, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Parties, to cooperate with the Indemnifying Parties and their counsel in contesting any Third Party Claim that the Indemnifying Parties elect to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party Parties pursuant to this Section 7.4(c12.3(b) and will shall bear its own costs and expenses with respect to such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Parties and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Parties, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Parties, and upon written notification thereof, the Indemnifying Parties shall not have the right to assume the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Parties shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Parties shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (c) If the Indemnifying Parties fail to notify the Indemnified Party within the Election Period that the Indemnifying Parties elect to defend the Indemnified Party pursuant to Section 12.3(b), or if the Indemnifying Parties elect to defend the Indemnified Party pursuant to Section 12.3(b) but fail diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Parties (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Parties to a final conclusion or settled. The Indemnified Parties shall have full control of such defense and proceedings, provided, however, that the Indemnified Parties may not enter into, without the Indemnifying Parties' consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Parties have delivered a written notice to the Indemnified Party to the effect that the Indemnifying Parties dispute their potential liability to the Indemnified Party under this Agreement and if such dispute is resolved in favor of the Indemnifying Parties, the Indemnifying Parties shall not be required to bear the costs and expenses of the Indemnified Parties' defense pursuant to this paragraph or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Parties in full for all costs and expenses of such litigation. The Indemnifying Parties may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 12.3(c), and the Indemnifying Parties shall bear their own costs and expenses with respect to such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has Indemnifying Parties have been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Indemnified Party, then the Indemnified Party Indemnifying Parties may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its upon written notification of that employmentthereof, the Indemnifying Indemnified Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified PartyIndemnifying Parties. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party Parties hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party Parties a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does Parties do not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesParties dispute such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party Parties hereunder. If the Indemnifying Party has Parties have timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givenprocedures set forth in Section 12.7. (fe) Payments of all amounts owing by an any Indemnifying Party pursuant to this Article 7 Agreement relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s Parties liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an the Indemnifying Party Parties pursuant to Section 7.4(e12.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s Parties liability to the Indemnified Party under this Agreement. During the two-year period following the Closing Date, each Seller shall be entitled to satisfy payments owed to APP by transfer of APP Common Stock from such Seller to APP. For all purposes of this Agreement, the value of each share of APP Common Stock transferred to APP pursuant to this Agreement shall be calculated by averaging the daily closing prices for a share of APP Common Stock for the twenty (20) consecutive trading days on which such shares are actually traded on the Nasdaq National Market preceding the date of the Claim Notice. The number of shares of APP Common Stock permitted to be transferred under this Section 12.3(e) shall be diminished proportionately in accordance with the percentage of APP Common Stock released under the Lock-Up Provisions set forth herein. The rights of any Seller to transfer shares of APP Common Stock in satisfaction of payments owed to APP pursuant to this Agreement shall terminate upon the earlier of (x) the termination of the Lock-Up Provisions set forth herein or (y) at the end of the two-year period following the Closing Date. (f) The Indemnifying Parties shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Parties notify the Indemnified Party in writing that the Indemnifying Parties agree to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Parties to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Parties desired to accept such settlement. (g) Notwithstanding anything contained in this Agreement to the contrary, Indemnifying Parties in the aggregate (i) shall have no obligation hereunder to provide indemnification for the first [$______________] of Damages (without counting Immaterial Claims as defined below), and (ii) in no event shall the Indemnifying Parties have any liability hereunder with respect to any singular incident or a fact involving a breach or inaccuracy of Madison if the Damages from such claim are equal to or less than [$_____________] ("Immaterial Claims"). Notwithstanding anything to the contrary contained herein, the obligations of each Seller hereunder shall not exceed __________ percent (_____%) of the value of the Exchange Consideration paid to such Seller pursuant to the Related Acquisition, if any, on the Closing Date.