Common use of Conditions of Indemnification Clause in Contracts

Conditions of Indemnification. (a) Any party claiming a right to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld).

Conditions of Indemnification. (a) Any party claiming a right Subject to indemnification hereunder (an "Indemnified Party"Section 6.4(c) which shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any actionexclusively govern all Tax matters covered thereby, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim all Claims for indemnification from the Indemnifying Party under ‎Section 7.2 or Section 7.3 shall be asserted and resolved as this Article X.Section 7.4 provides. (b) In the event the claim is a third party claim against Party (an “Indemnified Party”) (i) believes in good faith that it has suffered or incurred Damages or (ii) learns of or receives notice of any commencement of any Proceeding, upon the 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 7.2 or Section 7.3, and such Indemnified Party intends to seek indemnity from another Party (the “Indemnifying Party”) pursuant to Section 7.2 or Section 7.3, such Indemnified Party shall provide the Indemnifying Party with written notice from (a “Claim Notice”) of such Proceeding, Third-Party Claim, penalty, assessment or judgment promptly (and in no event later than 10 days) after the Indemnified Party learns of such Damages 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 prior to the expiration of the applicable Survival Period. Each Claim Notice shall provide a copy of all papers served with respect to that Claim (if any), and describe with reasonable detail the basis of the Direct Claim (as defined in Section 7.6(a) below) or Third-Party Claim, an estimate of the amount of damages attributable to that Claim to the extent feasible (which estimate will not be conclusive of the final amount of that Claim), any other remedy sought thereunder and the basis for the Indemnified Party’s request for indemnification under this Agreement. The failure to promptly deliver a Claim Notice will not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Direct Claim or Third-Party Claim (A) unless the Indemnified Party fails to deliver a valid Claim Notice prior to expiration of the applicable Survival Period or (B) unless and only to the extent that the Indemnifying Party is materially prejudiced thereby. (c) At any time after 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 any such action, audit, investigation, suit, proceeding Third-Party Claim or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's any Proceeding resulting therefrom with counsel shall be reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume and control the defense of a Third-Party Claim or any Proceeding resulting therefrom, the Indemnifying Party shall not, so long as the Indemnifying Party diligently conducts such defense, be liable to the Indemnified Party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Third-Party Claim. In the event that an Indemnifying Party assumes the defense of a Third-Party Claim, then the Indemnifying Party will have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party, and the Indemnified Party will cooperate reasonably with the Indemnifying Party in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of such Third-Party Claim, including by providing the Indemnifying 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; and provided further provided, however, the Indemnifying Party will not consent to any judgment or enter into any settlement with respect to any Third-Party Claim without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party is kept fully informed of a full and unconditional release from all developments Liability in respect of such claim or litigation and is furnished copies all other claims arising out of all relevant papers; the same or similar facts or circumstances, (ii) involves any finding or admission of any fault on the part of an Indemnified Party, or (iii) imposes any equitable relief or other non-monetary obligations on any Indemnified Party. Notwithstanding anything in this Article VII to the contrary, (i) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention not be entitled to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after Third-Party Claim if the date defense and conduct of the Indemnified Party's notice thereof. If the Indemnifying Third-Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected Claim is handled by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) ’s insurer and (ii) neither the Indemnifying Party nor the Indemnified Party shall have no liability with respect to any settle, compromise or settlement thereof effected without its consent. If the Indemnifying make any other disposition of any Third-Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice Claim which would or might result in any Liability to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partyrespectively, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party under this Article VII without the prior written consent of the Indemnifying 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 such settlement, compromise or disposition. All costs and expenses incurred by the Indemnifying Party in defending any Third-Party Claim shall be counted in calculating the amounts set forth in Section 7.7(a) if the Third-Party Claim relates to a matter to which Section 7.7(a) applies. The Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim that the Indemnifying Party controls under this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that (1) if the Third-Party Claim seeks any injunction or other equitable relief against the Indemnified Party, or (2) 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 is a conflict of interest which renders it inadvisable for one firm to represent the Indemnified Party and the Indemnifying Party, then the Indemnified Party may employ separate counsel at the reasonable expense of the Indemnifying Party (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 will not have the right to assume or continue the defense of that action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party under this Article VII or (ii) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party under ‎Section 7.4(c), then the Indemnified Party 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-Party Claim by all appropriate proceedings, which proceedings the Indemnified Party must promptly and vigorously prosecute to a final conclusion or settle. The Indemnified Party 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 VII without the prior written consent of that Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, if it is determined that the Indemnifying Party does not have any Liability toward the Indemnified Party under this Article VII, then the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense under this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses of that Third-Party Claim. The Indemnifying Party may participate in, but not control, any defense or settlement of any Third-Party Claim that the Indemnified Party controls under this Section 7.4(d), and the Indemnifying Party will bear its own costs and expenses with respect to that participation. (e) The Party assuming defense of the Third-Party Claim shall make available to the other Party all material records filed in any proceedings or any other relevant information at the reasonable request of the other Party, in relation to such Third-Party Claim, without expense (other than reimbursement of actual out-of-pocket expenses to deliver the aforesaid materials), subject to any confidentiality restrictions imposed by the court or tribunal hearing the proceeding(s).

Conditions of Indemnification. The obligations and liabilities of C&W under Section 8.2 or Buyer under Section 8.3, respectively, with respect to Indemnifiable Claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Any party claiming a right to indemnification hereunder The member of the C&W Group or the Buyer Group, as the case may be, asserting the existence of an Indemnifiable Claim (an the "Indemnified Party") shall will give prompt written notice of any such Indemnifiable Claim to the other party from whom Indemnification is sought (the "Indemnifying Party") ), and the Indemnifying Party shall undertake the defense thereof by representation of the commencement of any actiontheir choosing, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection and will consult with which the Indemnified Party bases its claim for indemnification from concerning such defense during the Indemnifying Party under this Article X.course thereof. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, that the Indemnifying Party may assume the defense within a reasonable time after notice of any Indemnifiable Claim, fails to defend, the Indemnified Party against which such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject Indemnifiable Claim has been asserted will (upon further notice to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory ) have the right to undertake the defense, compromise or settlement of such Indemnifiable Claim on behalf of and for the account and risk of the Indemnifying Party. (c) Anything in this Section 8.4 to the Indemnified Party; and provided further that contrary notwithstanding, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party is kept fully informed other than as a result of all developments and is furnished copies money damages or other money payments (for example, as a result of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) injunctive or other equitable relief), the Indemnified Party shall have the right to participatedefend, at its own expense and through counsel selected by itcompromise or settle such Indemnifiable Claim, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If provided that the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding will not be bound by any determination concerning any Indemnifiable Claim so defended or demand, (i) no any compromise or settlement thereof may be effected by without the Indemnified Party without consent of the Indemnifying Party's prior written , such consent (which shall not to be unreasonably be withheld) , and (ii) the Indemnifying Party not shall have no liability with not, without the Indemnified Party's written consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect to any compromise or settlement thereof effected without its consent. If thereof, unless (A) the Indemnifying Party does notdelivers to the Indemnified Party in advance its written agreement satisfactory to the Indemnified Party which provides that amounts paid and incurred or to be incurred by the Indemnified Party in connection with such Indemnifiable Claim shall be repaid promptly by the Indemnifying Party to the Indemnified Party (subject to the limitations of this Article VIII), within twenty and (20B) days after such settlement, compromise or consent includes as an unconditional term thereof the receipt of written notice from giving by the claimant or the plaintiff to the Indemnified Party, give notice as the case may be, a release from all liability in respect to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)Indemnifiable Claim.

Conditions of Indemnification. Subject to the provisions of Section 10.4, the obligations and liabilities of Seller, in the case of Section 10.2(a), and the Purchaser, in the case of Section 10.2(b), with respect to Claims made by or against third parties ("Third Party Claims") shall be subject to the following terms and conditions: (a) Any party claiming a right The person to indemnification hereunder whom such Third Party Claim relates (an the "Indemnified Party") shall will give prompt written notice to the other party from which indemnity is sought hereunder (the "Indemnifying Party") prompt notice of such Third Party Claim, (which notice in any event shall be given to the commencement Indemnifying Party within 10 days of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from first becoming aware of the facts and circumstances that form the basis of such Third Party Claim) and the Indemnifying Party under this Article X.will (except as otherwise contemplated by the proviso to Section 10.3(b) hereof) assume solely the defense thereof by representatives chosen by it; provided, that the Indemnified Party shall be entitled to participate in such action and to employ counsel at its own expense to assist in the handling of such Third Party Claim. (b) In If the event the claim is a third party claim against an Indemnified Indemnifying Party, upon within a reasonable time after notice from the Indemnified Partyof any such Third Party Claim, the Indemnifying Party may fails to assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall (upon a subsequent 10 days' notice to the Indemnifying Party) have the right to participate, at its own expense and through counsel selected by it, in undertake the defense of any such claim. The Indemnifying Party shall give notice to or, with the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date consent of the Indemnified Indemnifying Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no to undertake a compromise or settlement thereof may be effected by of such Third Party Claim on behalf of and for the Indemnified Party without account and risk of the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Third Party Claim at any time prior to the settlement, compromise or final determinationdetermination thereof. The Indemnifying Party shall not be liable for any compromise or settlement of a Third Party Claim effected without its written consent. During any period when the Indemnifying Party is contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay, compromise or settle such Third Party Claim without the Indemnifying Party's consent; provided, that the Indemnified Party may nonetheless pay, compromise or settle such Third Party Claim without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement) to indemnity in respect of all losses, liabilities, damages or expenses relating to such Third Party Claim. If the Indemnifying Party shall defend any such Third Party Claim until such Third Party Claim shall be adjudicated by order, decree, ruling or other action, then the Indemnified Party shall have the right, in the exercise of its exclusive discretion, to determine whether or not to appeal such adjudication. (c) Anything in this Section 10.3 to the contrary notwithstanding, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such actionnot, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Indemnified Party (which consent shall not be withheld unreasonably withheldor delayed), settle or compromise any Third Party Claim or consent to the entry of any judgment which imposes any future obligation on the Indemnified Party or which does not include as an unconditional term thereof the giving by the claimant and or plaintiff to the Indemnified Party a release from all liabilities in respect of such Third Party Claim. (d) The Indemnified Party shall, and shall cause its affiliates to, provide the Indemnifying Party with such assistance (without charge) as may reasonably be requested by the Indemnifying Party in connection with any indemnification or defense provided for herein, including, without limitation, providing the Indemnifying Party with such information, documents and records and reasonable access to the services of and consultations with such personnel of the Indemnified Party or its Affiliates as the Indemnifying Party shall deem necessary (provided that such access shall not unreasonably interfere with the performance of the duties performed by or responsibilities of such personnel).

Conditions of Indemnification. The obligations and liabilities of BSI under this SECTION 7.4(a) with respect to claims for Purchaser Damages (a) Any party claiming a right to indemnification hereunder (an "Indemnified PartyPurchaser Claims") shall give prompt written notice be subject to the other following terms and conditions: (A) Within 20 days after receiving notice thereof, or, if the Purchaser Claim does not involve a third-party (the "Indemnifying Party") action, suit, claim or demand, promptly after Purchaser first has actual knowledge of the commencement Claim, Purchaser will give BSI notice of any action, audit, investigation, suit Purchaser Claims asserted against or proceeding, the receipt of incurred by any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Purchaser Party, upon notice from the Indemnified Party, the Indemnifying Party . BSI may assume undertake the defense of any third-party Purchaser Claim by counsel of its own choosing. Purchaser may, by counsel, participate in such actionproceedings, audit, investigation, suit, proceeding negotiations or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, defense at its own expense and through counsel selected by itexpense, in the defense of but BSI shall retain control over such litigation. In all such cases, Purchaser will give reasonable assistance to BSI at BSI's expense. BSI shall not settle any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party Purchaser Claim without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (Purchaser, which consent shall not be unreasonably withheld). (B) In the event that, within 20 days after receiving written notice of any such third-party Purchaser Claim, BSI fails to notify Purchaser of its intention to defend, or if after so notifying fails to diligently pursue the defense, Purchaser will (upon further notice to BSI) have the right as against BSI, at BSI's expense, to undertake the defense, compromise or settlement of such Purchaser Claim. BSI may elect to participate in such proceedings, negotiations or defense at any time at its own expense. Neither Purchaser nor any Purchaser Party shall settle any such Purchaser Claim without the consent of BSI, which consent shall not be unreasonably withheld. (C) In the event that Purchaser reasonably believes that the handling of the defense by BSI may have a material adverse affect on Purchaser, its business or financial condition, or its relationship with any customer, prospect, supplier, employee, salesman, consultant, agent or representative, then Purchaser may, at its option and expense and through counsel of its choice, assume control of the defense, provided that BSI shall be entitled to participate in the defense at its expense and through counsel of its choice. Neither Purchaser nor any Purchaser Party shall settle any such Purchaser Claim without the consent of BSI, which consent shall not be unreasonably withheld. (D) All amounts owed by BSI to the Purchaser Parties (if any) shall be paid in full within 15 business days after a final judgment (without further right of appeal) determining the amount owed is rendered, or after a final settlement or agreement as to the amount owed is executed.

Conditions of Indemnification. The obligations and liabilities of C&W under Section 8.3 or Buyer under Section 8.4, respectively, with respect to Indemnifiable Claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Any party claiming a right to indemnification hereunder The member of the C&W Group or the Buyer Group, as the case may be, asserting the existence of an Indemnifiable Claim (an the "Indemnified Party") shall will give prompt written notice of any such Indemnifiable Claim to the other party from whom Indemnification is sought (the "Indemnifying Party") ), and the Indemnifying Party shall undertake the defense thereof by representation of the commencement of any actiontheir choosing, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection and will consult with which the Indemnified Party bases its claim for indemnification from concerning such defense during the Indemnifying Party under this Article X.course thereof. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, that the Indemnifying Party may assume the defense within a reasonable time after notice of any Indemnifiable Claim, fails to defend, the Indemnified Party against which such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject Indemnifiable Claim has been asserted will (upon further notice to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory ) have the right to undertake the defense, compromise or settlement of such Indemnifiable Claim on behalf of and for the account and risk of the Indemnifying Party. (c) Anything in this Section 8.5 to the Indemnified Party; and provided further that contrary notwithstanding, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party is kept fully informed other than as a result of all developments and is furnished copies money damages or other money payments (for example, as a result of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) injunctive or other equitable relief), the Indemnified Party shall have the right to participatedefend, at its own expense and through counsel selected compromise or settle such Indemnifiable Claim provided, that the Indemnifying Party shall not be bound by itany determination, in the defense compromise or settlement of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to Indemnifiable Claim without its intention to assume the defense of any such actionconsent, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) , and (ii) the Indemnifying Party shall have no liability with not, without the Indemnified Party's written consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect to any compromise or settlement thereof effected without its consent. If unless (A) the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice delivers to the Indemnified Party of in advance its assumption of written agreement satisfactory to the defense of Indemnified Party which provides that amounts paid and incurred or to be incurred by the action, audit, investigation, suit, proceeding or demand Indemnified Party in question, then connection with such Indemnifiable Claim shall be repaid promptly by the Indemnifying Party to the Indemnified Party (subject to the right limitations of the Indemnifying Partythis Article VIII), upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to and (B) such settlement, compromise or final determination, consent includes as an unconditional term thereof the Indemnifying Party shall be bound giving by the Indemnified Party's control of claimant or the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by plaintiff to the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)a release from all liability in respect to such Indemnifiable Claim.

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") Any against which a party claiming a right to indemnification hereunder hereto is indemnified (an the "Indemnified Party") shall give prompt written notice to the by any other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit under Section 4.1 or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which 4.2 hereof: 4.3.1 Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, 4.3.2 The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnified Party to give the notice with respect thereto in accordance with Section 4.3.1 hereof unless the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for establish that it has been materially prejudiced thereby. 4.3.3 If the outcome thereofClaim involves a Third Party Claim, subject to the provisions of Section 10.04; provided that then the Indemnifying Party's Party shall, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party's reasonable judgment a conflict of interest may exist with respect to the Third Party Claim, then the Indemnified Party is kept fully informed shall be entitled to select counsel of all developments and is furnished copies of all relevant papers; (ii) its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying Party diligently prosecutes shall be obligated to pay the defense; fees and expenses of such 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 (iii) in the case of reasons other than the Indemnifying Party's failure or refusal to provide a defense to such Third Party Claim), and through counsel of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (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 30 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 Section 4.1 or 4.2 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Partycosts, expenses and attorney's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected fees incurred by the Indemnified Party without in connection with such Third Party Claim. In any event, Seller and the prior written consent of the Indemnifying Party (which Buyer Indemnitees shall not be unreasonably withheld)fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other 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 matter or related series of matters (aa "Claim") Any against which a party claiming a right to indemnification hereunder hereto is indemnified (an the "Indemnified Party") shall give prompt written notice to by the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit under Section 4.1 or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which 4.2 hereof: 4.3.1 Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice to the Indemnifying Party under this Article X. (b) In of such Claim in reasonable detail and stating the event the claim is a third party claim against an Indemnified Partyamount involved, upon notice from the Indemnified Partyif know, the Indemnifying Party may assume the defense together with copies of any such actionwritten documents. 4.3.2 The Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect to any Claim if (i) the Indemnified Party fails to give the notice with respect thereto in accordance with Section 4.3.1 hereof, auditor (ii) the notice with respect thereto is not given on or before the fifth anniversary of the Closing Date. 4.3.3 If the Claim involves a Third Party Claim, investigation, suit, proceeding or demand, including its compromise or settlement, and then the Indemnifying Party shall pay all reasonable costs have the right, at its sole cost, expense and expenses thereof ultimate liability regardless of the outcome, and shall be fully responsible for the outcome thereof, subject to the provisions through counsel of Section 10.04; provided that the Indemnifying Party's its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes with respect to such Third Party Claim, then the defense; Indemnified Party shall be entitled to select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, 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 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (iii) 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 Section 4.1 or 4.2 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Partycosts, expenses and attorney's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected fees incurred by the Indemnified Party without the prior written consent of the Indemnifying in connection with such Third Party (which Claim. In any event, Buyer and Seller shall not be unreasonably withheld)fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution.

Conditions of Indemnification. The obligations and liabilities of the Company to indemnify the Investor Group and the Investors to indemnify the Company Group under Section 8.2 hereof with respect to Company Claims and Investor Claims, respectively, resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Any The indemnified party claiming a right will give the indemnifying party prompt notice of any such claim, and the indemnifying party will undertake the defense thereof by representatives of its own choosing reasonably satisfactory to indemnification the indemnified party, provided that failure to provide such notice will not relieve the indemnifying party of its obligations hereunder unless it is actually prejudiced by such failure to receive such notice. If the indemnifying party, within 10 days after notice of any such claim, fails to defend such claim, the indemnified party will (an "Indemnified Party") shall give prompt written upon further notice to the other party (indemnifying party) have the "Indemnifying Party") right to undertake the defense, compromise or settlement of such claim on behalf of and for the commencement account and risk of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.indemnifying party. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject Anything in this Section 8.4 to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that contrary notwithstanding, (i) an indemnified party shall have the Indemnified Party is kept fully informed right, at its own cost and expense, to participate in the defense, compromise or settlement of all developments and is furnished copies of all relevant papers; such claim, (ii) the Indemnifying Party diligently prosecutes indemnifying party shall not, without the defense; written consent of the indemnified party, settle or compromise any claim or consent to the entry of any judgment (x) 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 of such claim or (y) as a result of which injunctive or other equitable relief would be imposed against the indemnified party, and (iii) the Indemnified Party indemnified party shall have the right to participate, at its own expense and through counsel selected by it, in control the defense or settlement of that portion of any claim which seeks an order, injunction or other equitable relief against the indemnified party which, if successful, could materially interfere with the business, operations, assets, financial condition or prospects of the indemnified party; provided, however, that in connection with the defense or settlement of the portion of such claim which seeks equitable relief, the indemnified party shall cooperate with the indemnifying party and use its reasonable best efforts to limit the liability of the indemnifying party for the damages portion of such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld).

Conditions of Indemnification. (a) Any party claiming As a right to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to the other party (the "Indemnifying Party") condition of the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for foregoing indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that obligations: (i) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Claim (provided that the failure to give such notice shall not relieve the Indemnifying Party is kept fully informed of all developments its obligations hereunder except to the extent that the Indemnifying Party was actually and is furnished copies of all relevant papersmaterially prejudiced by such failure); (ii) the Indemnifying Party diligently prosecutes will have the defensesole and exclusive authority to defend or settle any such Claim (provided that the Indemnifying Party will obtain the Indemnified Party’s consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld); and (iii) the Indemnified Party shall have will reasonably cooperate with the right to participateIndemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense and through counsel selected by itexpense, to participate in the defense of any such claima Claim. The Indemnifying Party will pay all costs and reasonable legal fees following notice of the Claim, which shall give notice be provided in accordance with this Section 10, and any settlement amounts agreed to be paid by the Indemnifying Party or any damages awarded against the Indemnified Party as to its intention to assume the defense of in connection with any such actionClaim. Notwithstanding anything herein to the contrary, audit, investigation, suit, proceeding the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify under this Section 10(c) admitting liability or demand within twenty (20) days after the date fault on behalf of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense , nor create any obligation on behalf of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by without the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the ’s prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)consent.

Conditions of Indemnification. All indemnification claims in respect of any indemnitee seeking indemnity under Section 16.1 or 16.2, as applicable (acollectively, the “Indemnitees” and each an “ Indemnitee ”) Any party claiming a right to indemnification hereunder will be made solely by the corresponding Party (an "the “Indemnified Party"” ). The Indemnified Party will give the indemnifying Party (the “Indemnifying Party” ) shall give prompt written notice to the other party (the "Indemnifying Party"an “Indemnification Claim Notice” ) of the commencement of any action, audit, investigation, suit or proceeding, the receipt of Losses and any demand or the occurrence of any item or incident in connection with which the Indemnified legal proceeding initiated by a Third Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention which the Indemnified Party intends to assume make a request for indemnification under Section 16.1 or 16.2, as applicable, but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice which materially prejudices the defense of such proceeding. Each Indemnification Claim Notice shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim. If an Indemnified Party seeks indemnification under this Article 16, the Indemnifying Party (i) may assume control and direction of any such actionclaim at its expense, audit(ii) may use legal counsel of its choice, investigation(iii) shall keep the Indemnified Party informed of the progress of the claim, suit(iv) shall consult with the Indemnified Party on the nature of any defense, proceeding or demand within twenty and (20v) days after shall not settle any such claim without the date approval of the Indemnified Party's notice thereof, such approval not to be unreasonably withheld or delayed, unless such settlement is for money damages only. If The Indemnified Party and its Indemnitees shall cooperate fully with the Indemnifying Party assumes and its legal representatives in the defense investigation of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability any action with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound a Claim covered by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)this indemnification.

Conditions of Indemnification. 41 (a) Any party claiming a right to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim All Claims for indemnification from the Indemnifying Party under Section 8.2 or Section 8.3 shall be asserted and resolved as this Article X.Section 8.4 provides. (b) In the event the claim is a third party claim against Party (an “Indemnified Party”) (i) believes in good faith that it has suffered or incurred Damages or (ii) learns of or receives notice of any commencement of any Proceeding, upon the 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 the other Party (the “Indemnifying Party”) pursuant to Section 8.2 or Section 8.3, such Indemnified Party shall provide the Indemnifying Party with written notice from (a “Claim Notice”) of such Proceeding, Third-Party Claim, penalty, assessment or judgment promptly (but in any event, not later than 60 calendar days) after the 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 prior to the expiration of the 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 (if any) and all other material written evidence thereof, an estimate of the amount of damages attributable to that Claim to the extent feasible, any other remedy sought thereunder and the basis for the Indemnified Party’s request for indemnification under this Agreement. The failure to promptly deliver a Claim Notice will not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third-Party Claim (A) unless the Indemnified Party fails to deliver a valid Claim Notice prior to expiration of the applicable Survival Period or (B) unless and only to the extent that the Indemnifying Party is prejudiced thereby. (c) At any time after receipt of a Claim Notice from an Indemnified Party with respect to a Third-Party Claim, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateparticipate in or, at its own expense by giving written notice to the Indemnified Party, may elect to assume and through counsel selected by it, in control the defense of any such claimThird-Party Claim or any Proceeding resulting therefrom at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel. The 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 Proceeding resulting therefrom, the Indemnifying Party shall give notice not, so long as the Indemnifying Party diligently conducts such defense, be liable to the Indemnified Party as under this Article VIII for any fees of other counsel or any other expenses with respect to its intention to assume the defense of any such actionThird-Party Claim, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of in each case subsequently incurred by the Indemnified Party's notice thereofParty in connection with the defense of such Third-Party Claim. If In the event that an Indemnifying Party assumes the defense of a Third-Party Claim, then the Indemnifying Party will have the right to take such actionaction as it deems necessary to avoid, auditdispute, investigationdefend, suitappeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party, proceeding or demand, (i) no compromise or settlement thereof may be effected by and the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) will furnish the Indemnifying Party shall have no liability with all information in its possession, custody or control with respect to such Third-Party Claim and otherwise cooperate fully with the Indemnifying Party in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of such Third-Party Claim, including by providing the Indemnifying 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, the Indemnifying Party will not consent to any judgment or enter into any settlement with respect to any compromise Third-Party Claim that does not include as an unconditional term thereof the giving by the claimant or settlement thereof effected without its consentplaintiff to such Indemnified Party of a full and unconditional release from all liability in respect of such claim or litigation. If Neither the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from nor the Indemnified PartyParty shall settle, give notice compromise or make any other disposition of any Third-Party Claim which would or might result in any liability to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partyrespectively, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party under this Article VIII without the prior written consent of the Indemnifying such other Party (which shall not be unreasonably 42 withheld, delayed or conditioned) unless the sole relief provided is monetary damages that are paid in full by the Party agreeing to such settlement, compromise or disposition. The Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim the Indemnifying Party controls under this Section 8.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if (i) 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 is a conflict of interest which renders it inadvisable for one firm to represent the Indemnified Party and the Indemnifying Party, or (ii) in the reasonable opinion of outside counsel to the Indemnified Party, there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel at the reasonable expense of the Indemnifying Party (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 will not have the right to assume or continue the defense of that action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party under this Article VIII or (ii) fails to promptly notify the Indemnified Party in writing that the Indemnifying Party elects to defend the Indemnified Party under Section 8.4(c), then the Indemnified Party 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-Party Claim by all appropriate proceedings. The Indemnified Party 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 it is determined by a Proceeding that the Indemnifying Party does not have liability to the Indemnified Party under this Article VIII, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense under this Section 8.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses of that litigation. The Indemnifying Party may participate in, but not control, any defense or settlement the Indemnified Party controls under this Section 8.4(d), and the Indemnifying Party will bear its own costs and expenses with respect to that participation.

Conditions of Indemnification. The obligations and liabilities of Buyer, on the one hand, and the Seller, on the other hand, as indemnifying parties (aeach, an "Indemnifying Party") Any party claiming a right to indemnification hereunder indemnify the Data Road Indemnified Parties or Buyer Indemnified Parties, as applicable (each, an "Indemnified Party") ), under Section 7.2 with respect to Claims made by third parties shall be subject to the following terms and conditions: The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement Party of any action, audit, investigation, suit or proceeding, Damages with respect to which it seeks indemnification promptly after the receipt discovery by such party of any demand or matters giving rise to such Claim for indemnification; provided, however, that the occurrence failure of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article X. (b) Section 7.2 unless it shall have been prejudiced by the omission to provide such notice. In the event the claim case any Claim is a third party claim brought against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject entitled to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, participate in the defense of any such claim. The Indemnifying Party shall give notice thereof and, to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof extent that it may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partywish, to assume the defense thereof, at with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under Section 7.2 for any time prior legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that (i) if the Indemnifying Party shall elect not to settlementassume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, compromise or final determinationthen separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by liable for any determination made in such action, audit, investigation, suit, proceeding reasonable legal or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected other expenses incurred by the Indemnified Party without the prior written consent of the in connection with such defense (but not more than one counsel). The Indemnifying Party (shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party 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 which indemnification may be sought hereunder (whether or not the Indemnified Party is 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) Any party claiming If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from an Indemnified Party by a right to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any actionthird-Person, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from will promptly notify the Indemnifying Party under this Article X.of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate will not be conclusive of the final amount of such claim or demand) (the “Claim Notice”). The Indemnifying Party will then have 45 Business Days from the date on which the Claim Notice is given (the “Notice Period”) to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes the liability to the Indemnified Party hereunder with respect to such claim or demand, and (ii) notwithstanding such dispute, whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such claim or demand. (b) In Pending the event resolution of any dispute by the Indemnifying Party of its liability with respect to any such claim is a third party or demand, such claim against an Indemnified Party, upon notice from or demand will not be settled without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, delayed, or conditioned. (c) If the Indemnifying Party may assume notifies the defense of any Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such action, audit, investigation, suit, proceeding claim or demand, including its compromise or settlementthen, and except as hereinafter provided, the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall will have the right to defend the Indemnified Party by appropriate proceedings, which will be fully responsible for promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk that the outcome thereof, Indemnified Party will become subject to the provisions of Section 10.04liability for any other matters; provided provided, however, that the Indemnifying Party will not, without the prior written consent of the Indemnified Party's counsel shall , consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise that does not include, as an unconditional term thereof, a release by the claimant or plaintiff of the Indemnified Party (such release to be reasonably in form and substance satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed from all liability in respect of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claimclaim or demand. The Indemnifying Party shall give notice will be entitled to the Indemnified Party as to its intention to assume select legal counsel for the defense of any such actionclaim or demand, audit, investigation, suit, proceeding or demand within twenty (20) days after with the date approval of the Indemnified Party's notice thereof, which approval will not be unreasonably withheld, delayed, or conditioned. If the Indemnifying Indemnified Party assumes the desires to participate in, but not control, any such defense or settlement of such action, audit, investigation, suit, proceeding claim or demand, (i) no compromise or settlement thereof it may be effected by do so at its sole cost and expense, and in such event, the Indemnified Party without and its counsel will be provided access to all such files, records, and other materials as the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) Indemnified Party may request in order to assure its ability to participate. If, in the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt reasonable judgment of written notice from the Indemnified Party, give notice to any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter that could have a Material Adverse Effect on the business, operations, assets, properties, or prospects of the Indemnified Party, including the administration of any Tax returns and responsibilities under Tax Laws of the Indemnified Party, then the Indemnified Party will have the Right to control the defense or settlement of its assumption any such claim or demand, and the costs and expenses of such defense or settlement will be included as part of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right indemnification obligations of the Indemnifying PartyParty hereunder; provided, upon written notice to Indemnified Partyhowever, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by that the Indemnified Party will not settle any such claim or demand without the prior written consent of the Indemnifying Party (which shall consent will not be unreasonably withheld, delayed, or conditioned). If the Indemnified Party should elect to exercise such Right to control the defense or settlement, the Indemnifying Party will have the Right to participate in, but not control, the defense or settlement of such claim or demand at its sole cost and expense. (d) If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand (together with all fees and expenses, including attorneys’ fees, incurred by the Indemnified Party as a consequence of the Indemnifying Party’s failure to defend the Indemnified Party), or if the same be defended by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful, will conclusively be deemed to be a liability of the Indemnifying Party hereunder, unless the Indemnifying Party disputes its liability to the Indemnified Party hereunder. (e) If the Indemnified Party shall have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third-Person, the Indemnified Party will promptly send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim will conclusively be deemed a liability of the Indemnifying Party hereunder.

Conditions of Indemnification. The obligations and liabilities of Seller, the Stockholders and Purchaser hereunder with respect to their respective indemnities pursuant to this Article IX resulting from any claim or other assertion of liabilities by third parties (hereinafter called collectively "Claims"), shall be subject to the following terms and conditions: (a) Any the party claiming a right to seeking indemnification hereunder (an the "Indemnified Party") shall must give prompt written notice to the other party or parties, as the case may be (the "Indemnifying Party") of the commencement ), notice of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which such Claim 10 business days after the Indemnified Party bases its claim for indemnification from receives notice thereof (provided that failure to give notice within such 10 day period does not relieve the Indemnifying Party under this Article X.of his obligations to indemnify the Indemnified Party hereunder, except to the extent that such Indemnifying Party is harmed by the failure of the Indemnified Party to provide timely notice); (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim; provided, however, if a Claim is made against Purchaser, then Purchaser shall have the right to control the defense of the Claim; (c) if the Indemnifying Party shall elect not to undertake such defense, or within a reasonable costs and expenses thereof and time after notice of any such Claim from the Indemnified Party shall be fully responsible for fail to defend, the outcome thereof, subject Indemnified Party (upon further written notice to the provisions of Section 10.04; provided that the Indemnifying Party's counsel ) shall be reasonably satisfactory have the right (d) anything in this Section 9.3 to the Indemnified Party; and provided further that contrary notwithstanding, (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iiiA) the Indemnified Party shall have the right to participateright, at its own expense cost and through expense, to have its own counsel selected by it, to protect its own interests and participate in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such actiondefense, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by of the Indemnified Party without the Indemnifying Party's prior written consent Claim, (which shall not unreasonably be withheld) and (iiB) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from without the Indemnified Party's written consent, give notice settle or compromise any Claim or consent to entry of any judgement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of its assumption a release from all liability in respect of such Claim, and (C) the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, by counsel or other representatives of its own choosing and at its sole cost and expense, shall have the right to assume the defense thereof, at any time prior to settlement, compromise or final determination, consult with the Indemnifying Party shall be bound by and its counsel or other representatives concerning such Claim, and the Indemnified Party's control of the defense thereof Indemnifying Party and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which and their respective counsel shall not be unreasonably withheld)cooperate with respect to such Claim.

Conditions of Indemnification. The obligations of Novartis and Reliant under this Article 5 shall be subject to the following terms and conditions: (a) Any The party claiming a right to indemnification hereunder shall, within ten (an "Indemnified Party"10) shall give prompt business days of receipt of notice of any claim, charge, suit or other action, give, in accordance with Article 6, written notice to the other party (the "Indemnifying Party") of the commencement indemnifying party, of any actionsuch claim, audit, investigationcharge, suit or proceeding, other action which is governed by the receipt indemnity obligations of this Agreement but the failure to notify the indemnifying party will not relieve the indemnifying party of any demand or Liability that it may have to the occurrence party claiming a right of any item or incident in connection with which indemnification, except to the Indemnified Party bases its claim for indemnification from extent that the Indemnifying Party under this Article X.defense of such action by the indemnifying party is prejudiced by the failure to give such notice; (b) In the event the claim is a third The indemnifying party claim against an Indemnified Partyshall conduct, upon notice from the Indemnified Partyat its own expense, the Indemnifying Party may assume the defense of any and all such actionclaims, auditcharges, investigation, suit, proceeding suits or demand, including its compromise or settlement, and the Indemnifying Party shall pay all other actions by a third party; (c) Each party will offer reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject assistance to the provisions of Section 10.04; provided that other party in defending or settling the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party Neither party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding settle or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no admit liability with respect to any compromise such claims, charges, suits or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice other actions which could result in liability to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party other party without the prior written consent of the Indemnifying Party (other party, which consent shall not be unreasonably withheld)withheld or delayed; provided however, neither party may settle a claim or action related to a Liability without the consent of the other party, if such settlement would impose any monetary obligation on the other party or require the other party to submit to an injunction or otherwise limit the other party’s rights under this Agreement. (d) If the indemnifying party does not take the steps necessary against any such claims, charges, suits or other action by a third party, the party claiming indemnification may defend against or settle such claims, charges, suits or other action, provided, that such party may not settle such claims, charges, suits or other action without the prior written consent of the indemnifying party which consent shall not be unreasonably withheld or delayed; provided however, the defense and/or settlement under this Article 5 shall not act as a waiver of rights to indemnification under this Agreement or any other rights or remedies of a party claiming indemnification and shall not excuse the indemnifying party from its obligations hereunder, and all reasonable costs and expenses incurred by the party claiming indemnification shall be subject to indemnity by the indemnifying party.

Conditions of Indemnification. The obligations of the Company and Hearst, Ameritech, KidSoft, Inc., ▇▇▇▇▇ and Gross as indemnifying parties (aeach, an "Indemnifying Party") Any party claiming a right to indemnification hereunder indemnify the KidSoft Indemnified Parties and the Company Indemnified Parties, respectively (each, an "Indemnified Party"), under Section 11.2 with respect to Claims made by third parties shall be subject to the following terms and conditions: (a) The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon prompt notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlementClaim, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected undertake the defense thereof by representatives chosen by it; (b) If the Indemnifying Party, in the defense within a reasonable time after notice of any such claim. The Indemnifying Claim, fails to defend any Indemnified Party against which such Claim has been asserted, such Indemnified Party shall give (upon further notice to the Indemnified Party as Indemnifying Party) have the right to its intention to assume undertake the defense of any such actiondefense, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by of such Claim on behalf of and for the Indemnified Party without account and risk of the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof; and (c) Anything in this Section 11.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect an Indemnified Party other than as a result of money damages or other money payments, such Indemnified Party shall have the right, at its own cost and expense, to defend, compromise or settle such Claim; provided, however, that if such Claim is settled without the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld)) such Indemnified Party shall be deemed to have waived all rights hereunder against such Indemnifying Party for money damages arising out of such Claim, and (ii) such Indemnifying Party shall not, without the written consent of such Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party a release from all liability in respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of the Shareholders and the Buyer under Section 10.3 hereof with respect to Indemnification Claims shall be subject to the following terms and conditions: (a) Any party claiming a right to The Person seeking indemnification hereunder (an the "Indemnified Party") shall will give prompt written notice to the other party Person providing indemnification (the "Indemnifying Party") notice of any such Indemnification Claim, which notice shall set forth the details of the commencement Indemnification Claim and the specific provisions of any actionthis Agreement relating thereto, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from and the Indemnifying Party under this Article X.will undertake the defense thereof by representatives chosen by it. (b) In If the event the claim is a third party claim against an Indemnified Indemnifying Party, upon within a reasonable time after notice from of any such Indemnification Claim, fails to defend the Indemnified Party, the Indemnifying Indemnified Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject (upon further notice to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall will have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by of such Indemnification Claim on behalf of and for the Indemnified Party without account and risk of the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Indemnification Claim at any time prior to settlement, compromise or final determinationdetermination thereof, provided that if the Indemnified Party is maintaining the defense of the Indemnification Claim, the Indemnifying Indemnified Party shall be bound by the Indemnified Party's control of the defense thereof and by not enter into any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld). It is agreed and understood that the Indemnified Party shall in this event be entitled to be also indemnified for all costs and expenses, including attorneys fees, arising from its defense of such Indemnification Claim (c) Anything in this Section 10.4 to the contrary notwithstanding, (1) if there is a reasonable probability that a Indemnification Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to defend, compromise or settle such Indemnification Claim; provided that no settlement which would require indemnification shall be entered without the consent of Indemnifying Party, which consent shall not be unreasonably withheld or delayed and (2) the Indemnifying Party shall not, without written consent of the Indemnified Party, settle or compromise any Indemnification 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 of a release from all liability in respect of such Indemnification Claim. (d) No Indemnification Claims may be made by the Buyer Group unless (1) the aggregate amount of the sum of the Indemnification Claims and claims for Taxes under Article 9 exceeds $200,000 and (2) that such Indemnification Claims would be indemnifiable under this Section 10.4 but for this sentence. (e) Indemnification Claims payable by Fondo Optima, if not paid in cash, may be paid by a direct right of set off against any dividends, distributions, payments or amounts due from time to time to Fondo Optima from any of the Mexican Companies. (f) Any Indemnified Party shall have the right to receive payment for any Indemnification Claim from any Indemnifying Party or Indemnifying Parties, as the case may be, only upon such Indemnification Claim becoming legally due and payable. It is further understood and agreed that upon receiving full payment for such Indemnification Claim, such Indemnified Party shall have no further recourse (ordinary or extraordinary) against such Indemnifying Party or Indemnifying Parties, as the case may be, for such Indemnification Claim.

Conditions of Indemnification. All indemnification claims in respect of any indemnitee seeking indemnity under Section 16.1 or 16.2, as applicable (acollectively, the “Indemnitees” and each an “Indemnitee”) Any party claiming a right to indemnification hereunder will be made solely by the corresponding Party (an "the “Indemnified Party"”). The Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) shall give prompt written notice to the other party (the "Indemnifying Party"an “Indemnification Claim Notice”) of the commencement of any action, audit, investigation, suit or proceeding, the receipt of Losses and any demand or the occurrence of any item or incident in connection with which the Indemnified legal proceeding initiated by a Third Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention which the Indemnified Party intends to assume make a request for indemnification under Section 16.1 or 16.2, as applicable, but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice which materially prejudices the defense of such proceeding. Each Indemnification Claim Notice shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim. If an Indemnified Party seeks indemnification under this Article 16, the Indemnifying Party (i) may assume control and direction of any such actionclaim at its expense, audit(ii) may use legal counsel of its choice, investigation(iii) shall keep the Indemnified Party informed of the progress of the claim, suit(iv) shall consult with the Indemnified Party on the nature of any defense, proceeding or demand within twenty and (20v) days after shall not settle any such claim without the date approval of the Indemnified Party's notice thereof, such approval not to be unreasonably withheld or delayed, unless such settlement is for money damages only. If The Indemnified Party and its Indemnitees shall cooperate fully with the Indemnifying Party assumes and its legal representatives in the defense investigation of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability any action with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound a Claim covered by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)this indemnification.

Conditions of Indemnification. The obligations and liabilities of the parties pursuant to Section 10.2 hereof with respect to claims for damages resulting from the assertion of liability by third parties, including without limitation any notices of Internal Revenue Service or Hawaii State taxing authorities (a) Any party claiming a right "Claims"), shall be subject to indemnification hereunder (an "the following terms and conditions: 10.4.1 The Indemnified Party") Party shall give the Indemnitor prompt written notice to the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit Claim asserted against or proceeding, the receipt of any demand imposed upon or the occurrence of any item or incident in connection with which incurred by the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for then take no further action without the outcome thereofwritten consent of the Indemnitor to settle or compromise such Claim, subject to the provisions of Section 10.04; except as provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claimbelow. The Indemnifying Party shall give notice Indemnitor will be entitled to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes undertake the defense of such actionClaim by representatives of its own choosing and to control the proceedings relating thereto. The Indemnified Party shall cooperate to the extent reasonably requested by the Indemnitor in the defense or prosecution thereof and shall furnish such records, auditinformation and testimony and attend all such conferences, investigationdiscovery proceedings, suithearings, proceeding or demandtrials and appeals as may be reasonably requested by the Indemnitor in connection therewith. 10.4.2 In the event that the Indemnitor, within a reasonable time after notice of any such Claim, fails to defend, the Indemnified Party will (iupon further notice to the Indemnitor) no be entitled to undertake the defense, compromise or settlement thereof may be effected by of such Claim for the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption account of the defense of the actionIndemnitor, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Indemnitor to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof, and the Indemnifying Party Indemnitor shall be bound by the Indemnified Party's control of the defense thereof liable for all fees and by any determination made in such actioncosts, auditincluding reasonable attorneys' fees, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected incurred by the Indemnified Party in employing counsel of its choice to defend any such actions or proceedings. The Indemnified Party shall give written notice to the Indemnitor of any proposed settlement of any Claim, which Indemnitor may reject in its reasonable judgment within ten (10) days of receipt of such notice or such shorter period as may be necessary for the Indemnified Party to take appropriate action to resist such Claim; provided that Indemnitor shall then undertake the defense of such Claim. 10.4.3 If the Indemnitor has assumed the defense of any Claim against the Indemnified Party, Indemnitor shall have the right to settle any Claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement refers to any alleged liability or wrongdoing of the Indemnified Party, requires the Indemnified Party to take, or prohibits the Indemnified Party from taking, any action or purports to obligate the Indemnified Party other than for the payment of money, then the Indemnitor shall not settle such claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld).

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") Any party claiming against which a right to indemnification hereunder Party hereto is indemnified (an the "Indemnified Party") shall give prompt written notice to by the other party Party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit under Section 4.2 or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which 4.3: 4.4.1 Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice (the "Indemnification Notice") to the Indemnifying Party under this Article X. (b) In of such Claim in reasonable detail and stating the event the claim is a third party claim against an Indemnified Partyamount involved, upon notice from the Indemnified Partyif known, the Indemnifying Party may assume the defense together with copies of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the written documents. 4.4.2 The Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject have no obligation to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to indemnify the Indemnified Party; and provided further that Party with respect to any Claim if (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; fails to give the notice with respect thereto in accordance with Section 4.4.1, or (ii) the notice with respect thereto is not given on or before the expiration of the period set forth in Section 4.1. 4.4.3 In the case of Third Party Claims, the Indemnifying Party diligently prosecutes shall, within 10 days of receipt of notice of such Claim, notify the defense; Indemnified Party of its intention to assume the defense of such Claim. If the Indemnifying Party shall assume the defense of the Claim, the Indemnifying Party shall have the right and obligation (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party, (ii) to take all other required steps or proceedings to settle or defend any such Claims, and (iii) to employ counsel to contest any such Claim in the name of the Indemnified Party or otherwise. If defendants in any action include the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by its counsel that there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, the Indemnified Party shall have the right to participate, at employ its own expense and through counsel selected by itin such action, and, in such event, the defense fees and expenses of any such claimcounsel shall be borne by the Indemnifying Party. The If the Indemnifying Party shall give notice to the Indemnified Party as to its intention to not assume the defense of any such actionClaim, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) may defend against any such Claim in such manner as it may deem appropriate and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the actionmay settle such Claim on such terms as it may deem appropriate; provided, audithowever, investigation, suit, proceeding or demand in question, then that any such settlement shall be subject to the right prior consent of the Indemnifying Party, upon written notice which consent shall not be unreasonably withheld. Within 10 days after final determination with respect to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determinationa Third Party Claim, the Indemnifying Party shall be bound by pay to the Indemnified Party's control Party the amount of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected Damages incurred by the Indemnified Party without in respect of which indemnity may be sought. In the prior case of a non-Third Party Claim and subject to Section 4.4.5, payment of Damages incurred by the Indemnified Party shall be made by the Indemnifying Party within 10 days after receipt of the Indemnification Notice by the Indemnifying Party. 4.4.4 As long as the Promissory Note is outstanding all payments for Damages shall first be satisfied by an offset against the outstanding principal balance of the Promissory Note. 4.4.5 A final determination of a disputed Claim as to Damages shall be (i) a judgment of any court determining the validity of a disputed Claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (ii) award of any arbitration determining the validity of such disputed Claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (iii) a written consent agreement as to the termination of the dispute with respect to such Claim signed by all of the parties thereto or their attorneys, (iv) a written acknowledgement of the Indemnifying Party that he or it no longer disputes the validity of such Claim, or (which v) such other evidence of final determination of a disputed Claim as shall not be unreasonably withheld)acceptable to the parties.

Conditions of Indemnification. The obligations and liabilities of the Indemnifying Party to an Indemnified Party under SECTION 8.2 above with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Any party claiming a right to indemnification hereunder (an "The Indemnifying Party will not be responsible for any such losses, damages, liabilities, claims, actions, judgments, costs, demands, attorneys' fees, disbursements and expenses caused by the sole negligence or willful misconduct of the Indemnified Party") shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any action. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED BY OVERLAND DATA, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.INC. (b) In If an action, claim or demand is filed against the event Indemnified Party for which the Indemnifying Party is to be responsible under SECTION 8.2 above, the Indemnified Party will promptly notify the Indemnifying Party in writing of such action, claim is a third party claim against an Indemnified Party, upon or demand. Upon receipt of such notice from the Indemnified Party, if the Indemnifying Party may assume acknowledges in writing to the defense Indemnified Party that the Indemnifying Party is obligated to indemnify the Indemnified Party under the terms of any SECTION 8.2 above in connection with such action, audit, investigation, suit, proceeding claim or demand, including its compromise or settlement, and then the Indemnifying Party shall pay all reasonable costs will be entitled, if it so elects, to take control of the defense and expenses thereof investigation of such action, claim or demand and shall be fully responsible for to employ and engage attorneys of its own choice to handle and defend the outcome thereof, subject to the provisions of Section 10.04; provided that same at the Indemnifying Party's sole cost, risk and expense, and the Indemnified Party will thereafter cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such action, claim or demand and any appeal arising therefrom. The Indemnified Party may also, through independent counsel shall be reasonably satisfactory to and at its own cost, participate in such investigation, trial and defense of such action, claim or demand and any appeal arising therefrom. (c) The Indemnifying Party may effect no settlement without the prior written approval of the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claimwhich approval will not be unreasonably withheld. The Indemnifying Party shall give notice also agrees to the Indemnified Party as carry fire and extended coverage insurance, and to its intention to assume the defense of be responsible for any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without property while in the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partypossession, to assume the defense thereofmaintain such property in good condition, at any time prior and not to settlement, compromise or final determination, the Indemnifying Party shall be bound by dispose of such property except in accordance with the Indemnified Party's control of instructions and the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)terms hereunder.

Conditions of Indemnification. (a) Any The party claiming a right to seeking indemnification hereunder (an the "Indemnified PartyIndemnitee") shall give prompt written notice to the other party from which indemnification is sought hereunder (the "Indemnifying PartyIndemnitor") written notice of any claim which is subject to the indemnity obligations set forth in Section 11.1 or 11.2, -41- as applicable, with sufficient promptness so as not to prejudice the other party's interests in respect of such claim and any obligation of indemnity arising therefrom. Such notice shall set forth all facts and other information which the party giving the notice has as to the claim. The failure to give prompt notice shall not affect the rights of the commencement Indemnitee to indemnity hereunder except to the extent that such failure either shall have materially prejudiced the Indemnitor in the defense of any actionsuch claim or shall have increased the amount of the obligation of the Indemnitor. The Indemnitor receiving such notice shall, audit, investigation, suit or proceeding, the within thirty days of receipt of any demand or such notice, (a) deny in writing the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. claim, (b) In pay the event amount of the claim if a monetary amount is involved, or (c) if a claim of a third party claim against an Indemnified Partyis involved, upon notice from have the Indemnified Partyright to assume the defense of such claim. The Indemnitor shall have the exclusive right to conduct and control, the Indemnifying Party may assume through counsel of its own choosing, the defense of any such actionclaim or any action arising therefrom, auditprovided, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in conducting the defense of any such claimclaim or action, the Indemnitor shall, and shall cause its counsel to, consult with the Indemnitee and counsel, if any, selected by it, and shall keep such counsel, if any, and the Indemnitee fully advised of the progress thereof. The Indemnifying Party shall give notice to If the Indemnified Party as to its intention Indemnitor fails or refuses to assume the conduct and control of the defense of any such claim or action, audit, investigation, suit, proceeding or demand within twenty (20) days after then the date Indemnitee may conduct and control such defense. No settlement of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (any claim for which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party indemnification is sought hereunder shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without either (x) the prior written consent of both the Indemnifying Party (Indemnitor and the Indemnitee, which consent shall not be unreasonably withheld)withheld or delayed, or (y) the release of the Indemnitee from all liability relating to such claim, in form and substance reasonable satisfactory to the Indemnitee and its counsel.

Conditions of Indemnification. The obligations and liabilities of Merger Sub, on the one hand, and the Shareholders, on the other hand, as indemnifying parties (aeach, an “Indemnifying Party”) Any party claiming a right to indemnification hereunder indemnify DDMS Indemnified Parties or Merger Sub Indemnified Parties, as applicable (each, an "“Indemnified Party") ”), under Section 7.2 with respect to claims made by third parties shall be subject to the following terms and conditions: The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement Party of any action, audit, investigation, suit or proceeding, Damages with respect to which it seeks indemnification promptly after the receipt discovery by such party of any demand or matters giving rise to such claim for indemnification; provided, however, that the occurrence failure of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article X. (b) Section 7.2 unless it shall have been prejudiced by the omission to provide such notice. In the event the case any claim is a third party claim brought against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject entitled to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, participate in the defense of any such claim. The Indemnifying Party shall give notice thereof and, to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof extent that it may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partywish, to assume the defense thereof, at with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under Section 7.2 for any time prior legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that (i) if the Indemnifying Party shall elect not to settlementassume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such claim, compromise or final determinationthen separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by liable for any determination made in such action, audit, investigation, suit, proceeding reasonable legal or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected other expenses incurred by the Indemnified Party without the prior written consent of the in connection with such defense (but not more than one counsel). The Indemnifying Party (shall not be liable for any settlement of any claim affected without its written consent, which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, settle or compromise any claim to which the Indemnified Party 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 which indemnification may be sought hereunder (whether or not the Indemnified Party is 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) Any party claiming a right With respect to indemnification hereunder (an "Indemnified Party") shall give prompt any actual or potential claim, any written notice to the other party (the "Indemnifying Party") of demand, the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item other event which involves a Seller Indemnifiable Claim or incident in connection with which Buyer Indemnifiable Claim: (a) Within twenty (20) days after the Indemnified Party bases its claim for indemnification from first receives written documents pertaining to the Claim, or if such Claim does not involve a third party Claim (a "Third Party ----------- Claim"), within twenty (20) days after the Indemnified Party ----- first has actual knowledge of such Claim, the Indemnified Party shall give written notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such actionthe Indemnified Party to give the notice with respect thereto in the time frame specified in Section 4.5(a) hereof unless the Indemnifying Party has been materially prejudiced thereby. (c) If the Claim involves a Third Party Claim, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and then the Indemnifying Party shall pay all reasonable costs have the right, at its sole cost, expense and expenses thereof ultimate liability regardless of the outcome, and shall be fully responsible for the outcome thereof, subject to the provisions through counsel of Section 10.04; provided that the Indemnifying Party's its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to defend (by litigation, settlement or other means of resolution) such Third Party Claim; and provided further provided, however, that (i) if the chosen counsel determines that a -------- ------- conflict of interest exists such that the chosen counsel cannot represent the Indemnified Party is kept fully informed with respect to such Third Party Claim, then the Indemnified Party shall be entitled to select separate counsel of all developments and is furnished copies of all relevant papers; (ii) its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying Party diligently prosecutes shall be obligated to pay the defense; fees and expenses of such separate 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 choice, to defend (iiiby litigation, settlement or other means of resolution) such Third Party Claim. If the Indemnified Party so elects (for reasons other than the Indemnifying Party's failure or refusal to defend such Third Party Claim), then the Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect to such Third Party Claim. If the Indemnifying Party fails or refuses to defend to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Partycosts, expenses and attorney's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected fees incurred by the Indemnified Party in connection with such Third Party Claim; provided that the Indemnified Party shall not enter into any settlement or compromise of such Third Party Claim without the prior written consent of the Indemnifying Party (Party, which shall not be unreasonably withheld)withheld or delayed. In any event, the Parties shall, and shall cause their respective affiliates to, fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution.

Conditions of Indemnification. (a) Any party claiming a right With respect to indemnification hereunder (an "Indemnified Party") shall give prompt any actual or potential claim, any written notice to the other party (the "Indemnifying Party") of demand, the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item other event that involves any matter or incident in connection with related series of matters (a “Claim”) against which a party hereto is indemnified (the “Indemnified Party”) by the other party (the “Indemnifying Party”) under Section 4.1 or 4.2 hereof: (a) Promptly after the President of the Indemnified Party bases its claim for indemnification from 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 President of the Indemnified Party first has actual knowledge of such Claim, the Indemnified Party shall give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnified Party to give the notice with respect thereto in accordance with Section 4.3(a) hereof unless the Indemnifying Party shall pay all reasonable costs establish by clear and expenses thereof and shall be fully responsible for convincing evidence that it has been irretrievably prejudiced thereby. (c) If the outcome thereofClaim involves a Third Party Claim, subject to the provisions of Section 10.04; provided that then the Indemnifying Party's Party shall have the right, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party’s reasonable judgment a conflict of interest may exist between the Third Party Claim, then the Indemnified Party is kept fully informed shall be entitled to select counsel of all developments and is furnished copies of all relevant papers; (ii) its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying Party diligently prosecutes shall be obligated to pay the defense; fees and expenses of such 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (iii) 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 Section 4.1 or 4.2 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Party's control of the defense thereof costs, expenses and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected attorney’s fees incurred by the Indemnified Party without in connection with such Third Party Claim. In any event, Seller and the prior written consent of the Indemnifying Party (which Buyer Indemnitees shall not be unreasonably withheld)fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution.

Conditions of Indemnification. The obligations of the Sellers and the Purchaser, as the case may be, under Articles 8.1 and 8.2 (herein referred to as the "INDEMNIFYING PARTY"), with respect to claims shall be subject to the following terms and conditions: (a) Any party claiming a right The person to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to the other party whom such claim relates (the "Indemnifying PartyINDEMNIFIED PARTY") will give the Indemnifying Party prompt notice of such claim in any event within thirty (30) days (i) from receipt by the Indemnified Party of written notice of the commencement of any action or proceeding (except for actions, claims or proceedings which require an action, auditclaim to be taken within thirty (30) days or less for which such delay shall be reduced to ten (10) Business Days) or (ii) the knowledge by the relevant Company of the facts or events giving rise to the claim. The Indemnified Party shall have the right to control the defense, investigation, suit compromise or settlement of the proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) shall consult with the Indemnifying Party diligently prosecutes the defense; in a timely manner on all important strategic matters relating to any such proceeding and (iiiii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of not settle any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which it being understood that, with respect to any settlement without such prior written consent, the Indemnified Party shall not be unreasonably withheldentitled to indemnification therefor). (b) Upon the final determination of the liability under this Article 8, the Indemnifying Party shall pay to the Indemnified Party within thirty (30) days after such determination, the amount of any claim for indemnification made hereunder. Upon the payment in full of any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim. (c) Notice by the Purchaser of any claim for indemnification by the Sellers must be given in writing to ▇▇▇▇▇▇▇▇ not later than June 30, 2004 (except for claims relating to Taxes, for which such notice must be given not later than one (1) month following the date of expiration of the applicable statute of limitation). The notice will set forth all relevant facts and will indicate which section or sections of this Agreement are alleged to have been violated. Any notice given by Purchaser later than the applicable date referred to in this paragraph (c) will be of no effect and, in particular, will not give rise to any recovery under this Article 8. The June 30, 2004 time limit under this subsection shall be extended to ten (10) years from the Closing Date with respect to any claims arising out of Losses in connection with a breach of the representations given in Article 3.1.3(f) and 3.

Conditions of Indemnification. The obligations and liabilities of the AT&T Group, on the one hand, and the Cirrus Group, on the other hand, under Section 11.01 hereof with respect to Claims will be subject to the following terms and conditions: (a) Any party claiming a right to The person seeking indemnification hereunder (an the "Indemnified Party") shall will give prompt written notice to the other party person providing indemnification (the "Indemnifying Party") prompt notice of any such Claim, which notice will set forth the details of the commencement Claim and the specific provisions of any actionthis Agreement relating thereto, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from and the Indemnifying Party under will undertake the defense thereof by representatives chosen by it. The notice will set forth the details of the Claim and the specific provisions of this Article X.Agreement relating thereto. (b) In The Indemnified Party will make available to the event Indemnifying Party all records or other materials reasonably requested by it for its use in contesting any Claim and will cooperate fully with the claim is a third party claim against an Indemnified Indemnifying Party in the defense of all such Claims. (c) If the Indemnifying Party, upon within a reasonable time after notice from of any such Claim, fails to defend the Indemnified Party, the Indemnifying Indemnified Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject (upon further notice to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall will have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by of such Claim on behalf of and for the Indemnified Party without account and risk of the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof. (d) Anything in this Section 11.02 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party will have the right to defend, compromise or settle such Claim; provided, however, that no settlement which would require indemnification by the Indemnifying Party shall will be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party entered into without the prior written consent of the Indemnifying Party (Party, which shall consent will not be unreasonably withheld)unreasonable withheld or delayed, and (ii) the Indemnifying Party, will not 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 of a release from all liability in respect of such Claim. (e) The AT&T Group will have no obligation to indemnify for liabilities or damages under Section 11.01(a)(i) hereof and the Cirrus Group will have no obligation to indemnify for liabilities or damages under Section 11.01(b)(i) hereof unless and until the aggregate of their respective liabilities or damages exceeds [*], and in no event will the amount payable pursuant to the AT&T Group's obligation to indemnify for liabilities or damages under Section 11.01(a)(i) hereof or the amount payable pursuant to the Cirrus Group's obligation to indemnify for liabilities or damages under Section 11.02(b)(i) exceed [*]. (f) No loss, damage or expense will be deemed to have been sustained by an Indemnified Party under this Article XI to the extent of (i) any tax savings realized by such Indemnified Party with respect thereto or (ii) any proceeds received by such Indemnified Party from any insurance policies with respect thereto; provided, however, that the parties hereto acknowledge and agree that no party will be required pursuant to this Article XI to mitigate liabilities or damages by seeking tax savings or insurance proceeds.

Conditions of Indemnification. (a) Any party claiming a right With respect to indemnification hereunder (an "Indemnified Party") shall give prompt any actual or potential claim, any written notice to the other party (the "Indemnifying Party") of demand, the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item other event that involves any matter or incident in connection with related series of matters (a “Claim”) against which a party hereto is indemnified (the “Indemnified Party”) by the other party (the “Indemnifying Party”) under Section 4.1 or 4.2 hereof: A. Promptly after the President of the Indemnified Party bases its claim for indemnification from 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 President of the Indemnified Party first has actual knowledge of such Claim, the Indemnified Party shall give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, B. The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such actionthe Indemnified Party to give the notice with respect thereto in accordance with Section 4.3(a) hereof except and only to the extent that the Indemnifying Party is prejudiced thereby. C. If the Claim involves a Third Party Claim, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and then the Indemnifying Party shall pay all reasonable costs have the right, at its sole cost, expense and expenses thereof ultimate liability regardless of the outcome, and shall be fully responsible for the outcome thereof, subject to the provisions through counsel of Section 10.04; provided that the Indemnifying Party's its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party’s reasonable judgment a conflict of interest may exist between the interests of the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes with respect to the defense; Third Party Claim, then the Indemnified Party shall be entitled to select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, 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 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (iii) 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 Section 4.1 or 4.2 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Party's control of the defense thereof costs, expenses and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected attorney’s fees incurred by the Indemnified Party without in connection with such Third Party Claim to the prior written consent of extent that the Indemnifying Indemnified Party (which is entitled to indemnification with respect to such Third Party Claim. In any event, Seller and the Buyer Indemnitees shall not be unreasonably withheld)fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution.

Conditions of Indemnification. The obligations and liabilities of the Members and MTLM hereunder with respect to their respective indemnities pursuant to this Article VIII resulting from any claim or other assertion of liabilities by third parties (hereinafter called collectively "Claims"), shall be subject to the following terms and conditions: (a) Any the party claiming a right to seeking indemnification hereunder (an the "Indemnified Party") shall must give prompt written notice to the other party or parties, as the case may be (the "Indemnifying Party") of the commencement ), notice of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which such Claim 10 business days after the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.receives notice thereof; (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateundertake, at by counsel or other representatives of its own expense and through counsel selected by itchoosing, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such actionClaim; provided, audithowever, investigationif a Claim is made against MTLM, suit, proceeding or demand, then MTLM shall have the right to control the defense of the Claim; (ic) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) if the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have no liability with respect the right to any undertake the defense, compromise or settlement thereof effected without of such Claim, by counsel or other representatives of its consent. If own choosing, on behalf of and for the account and risk of the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof); (d) anything in this Section 8.3 to the contrary notwithstanding, (A) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, (B) the Indemnifying Party shall be bound by not, without the Indemnified Party's control written consent, settle or compromise any Claim or consent to entry of any judgement which does not include as an unconditional term thereof the defense thereof and giving by any determination made in such action, audit, investigation, suit, proceeding the claimant or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the plaintiff to the Indemnified Party without of a release from all liability in respect of such Claim, and (C) the prior written consent Indemnified Party, by counsel or other representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party (which and its counsel or other representatives concerning such Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel shall not be unreasonably withheld)cooperate with respect to such Claim.

Conditions of Indemnification. (a) Any party claiming a right All Claims for indemnification under ‎Section 6.02 or Section 6.03 will be asserted and resolved in accordance with this Section 6.04; provided that with respect to indemnification hereunder (an "Indemnified Party") any Tax Claim, Section 5.06 shall give prompt written notice control to the other party (the "Indemnifying Party") extent this Section 6.04 conflicts with any provision of the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.Section 5.06. (b) In the event the claim is a third party claim against Party (an “Indemnified Party”) (i) believes in good faith that it has suffered or incurred or reasonably may suffer or incur any Damages or (ii) learns of or receives notice of any threatened Third Party Claim, upon Proceeding or any commencement of any Third Party Claim, Proceeding, the written assertion of any Third Party Claim or Damages or the imposition of any penalty, assessment or judgment, in each case for which indemnity may be sought pursuant to Section 6.02 or Section 6.03, and such Indemnified Party intends to seek indemnity from another Party (the “Indemnifying Party”) pursuant to Section 6.02 or Section 6.03, such Indemnified Party shall provide the Indemnifying Party with written notice from (a “Claim Notice”) of such Proceeding, Third Party Claim, penalty, assessment or judgment promptly (and in no event later than ten (10) days) after the 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 given by the Indemnified Party prior to (i) the expiration of the Survival Period with respect to claims of a breach of any representation or warranty contained in Article III or Article IV, (ii) the expiration of the applicable Survival Period with respect to claims of a breach of the covenant in Section 5.06, and (iii) sixty (60) days after the satisfaction or discharge of the covenant, with respect to claims of breaches of any covenant other than those in Section 5.06. If a Claim Notice is timely given by the Indemnified Party in accordance with this Agreement, the applicable survival period for such claim shall be deemed to survive until such matter has been finally resolved. Each Claim Notice must (A) describe, in reasonable detail as is reasonably possible, the basis of the Proceeding, Third Party Claim, penalty, assessment or judgment and the basis for the Indemnified Party’s request for indemnification under this Agreement, (B) an estimate of the amount of Damages attributable to the Third Party Claim to the extent feasible (which estimate will not be conclusive of the final amount of the Third Party Claim) and (C) a copy of all papers served with respect to that Third Party Claim (if any) as well as any material written evidence to support clauses (A) and (B). The failure to promptly deliver a Claim Notice will not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim (1) unless the Indemnified Party fails to deliver a valid Claim Notice prior to the expiration of the applicable Survival Period or (2) unless, and only to the extent that, the Indemnifying Party is materially and adversely prejudiced thereby. The Parties will act in good faith in responding to, defending against, settle or otherwise dealing with Third Party Claims. (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 any such actionThird Party Claim or any Proceeding resulting therefrom; provided, audithowever, investigationthat to assume control of such defense, suitthe Indemnifying Party must first acknowledge that it would have an indemnity obligation for Damages resulting from such Third Party Claim as provided under this Article VI. The Indemnifying Party shall have the right to control, proceeding through counsel of its own choosing, and at its costs, the settlement or demanddefense of a Third Party Claim, including unless there is a conflict of interests between such Indemnifying Party and the Third Party who made such Third Party Claim. After notice from the Indemnifying Party to the Indemnified Person of its compromise election to assume and control the defense of a Third Party Claim or settlementany Proceeding resulting therefrom, the Indemnifying Party shall not, so long as the Indemnifying Party diligently conducts such defense, be liable to the Indemnified Party under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim. If the Indemnifying Party agrees in writing not to control the defense of such Third Party Claim, the Indemnified Party may control the defense of such Third Party Claim with counsel of its choosing, and the Indemnifying Party shall pay all be liable for the reasonable costs fees and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's such counsel shall be reasonably satisfactory to the Indemnified Party; and provided further . In the event that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the an Indemnifying Party assumes the defense of a Third Party Claim, then the Indemnifying Party will have the right to take such actionaction as it deems necessary to avoid, auditdispute, investigationdefend, suitappeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party, proceeding or demand, (i) no compromise or settlement thereof may be effected by and the Indemnified Party without shall furnish the Indemnifying Party's prior written consent Party with all information as is reasonably requested with respect to such Third Party Claim and otherwise cooperate fully with the Indemnifying Party in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of such Third Party Claim, including by providing the Indemnifying Party with all reasonably requested information and reasonable access to employees and officers (which shall not unreasonably be withheldincluding as witnesses) and (ii) the right to inspect and copy documents and records or other information; provided, however, that the Indemnifying Party shall have no liability with respect not consent to any judgment or settle, compromise or settlement make any other disposition of any Third Party Claim that does not include as an unconditional term thereof effected the giving by the claimant or plaintiff of a full and unconditional release from all liability to the extent related to such Third Party Claim without its consentthe prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned). If In the event that an Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not settle, compromise or make any other disposition of such Third Party Claim that would or might result in payment of an amount for which the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall would be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party liable under this Article VI without the prior written consent of the Indemnifying Party (which consent may not be unreasonably withheld). The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim the Indemnifying Party controls under this Section 6.04(c) and will bear its own costs and expenses with respect to that participation; provided that, if the named parties to such action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by outside counsel that there is a conflict of interest which renders it inadvisable for one firm to represent the Indemnifying Party, then the Indemnified Party may employ separate counsel at the reasonable expense of the Indemnifying Party (such counsel limited to one separate firm of attorneys), and the Indemnifying Party shall not be entitled to assume or continue to assume the defense of such Third Party Claim or any Proceeding resulting therefrom. In the case of the proviso in the immediately preceding sentence, the Indemnified Party shall keep the Indemnifying Party reasonably informed with respect to such Third Party Claim and cooperate with the Indemnifying Party in connection therewith. (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party under this Article VI or (ii) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party under ‎Section 6.04(c), then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings the Indemnified Party shall reasonably prosecute to a final conclusion or settle. The Indemnified Party will have full control of such defense and proceedings; provided, however, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the status of such Third Party Claim and shall not settle, compromise or make any other disposition of any Third Party Claim other than as would result in payment of monetary damages for which the Indemnifying Party would be liable under this Article VI, but without prejudice to any rights or defenses the Indemnifying Party may have with respect to its obligations under this Article VI, without the prior written consent of that Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). The Indemnifying Party may participate in, but not control, any defense or settlement the Indemnified Party controls under this Section 6.04(d), and the Indemnifying Party will bear its own costs and expenses with respect to that participation. (e) The Buyers will have the right to control the response to any Proceeding, inquiry, investigation, or action pursuant to any antitrust, merger control, competition law or other similar regulation by or before any Government Authority, including as set forth in Section 5.04.

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") Any against which a party claiming a right to indemnification hereunder hereto is indemnified (an the "Indemnified Party") shall give prompt written notice to by the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit under Section 4.1 or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which 4.2 hereof: 4.3.1 Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, 4.3.2 The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnified Party to give the notice with respect thereto in accordance with Section 4.3.1 hereof unless the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for establish that it has been materially prejudiced thereby. 4.3.3 If the outcome thereofClaim involves a Third Party Claim, subject to the provisions of Section 10.04; provided that then the Indemnifying Party's Party shall, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party's reasonable judgment a conflict of interest may exist with respect to the Third Party Claim, then the Indemnified Party is kept fully informed shall be entitled to select counsel of all developments its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying a-72684.2 29 Party shall be obligated to pay the fees and is furnished copies expenses of all relevant papers; such 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 (ii) in the case of reasons other than the Indemnifying Party's failure or refusal to provide a defense to such Third Party Claim), and through counsel of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (for reasons other than the Indemnifying Party's failure or refusal to provide a defense to such Third Party Claim), then the Indemnifying Party diligently prosecutes shall have no obligation to indemnify the defense; and (iii) 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 Section 4.1 or 4.2 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Partycosts, expenses and attorney's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected fees incurred by the Indemnified Party without in connection with such Third Party Claim. In any event, Seller and the prior written consent of the Indemnifying Party (which Buyer Indemnitees shall not be unreasonably withheld)fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution.

Conditions of Indemnification. The obligations and liabilities of Parent on the one hand, and Southern, on the other hand, as indemnifying parties (aeach, an “Indemnifying Party”) Any party claiming a right to indemnification hereunder indemnify Southern, Parent and the Surviving Corporation, as applicable (each, an "“Indemnified Party") ”), under Section 9.2 with respect to Claims made by Third Parties shall be subject to the following terms and conditions: The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement Party of any action, audit, investigation, suit or proceeding, Damages with respect to which it seeks indemnification promptly after the receipt discovery by such party of any demand or matters giving rise to such Claim for indemnification; provided, however, that the occurrence failure of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article X. (b) Section 9.2 unless it shall have been prejudiced by the omission to provide such notice. In the event the claim case any Claim is a third party claim brought against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject entitled to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, participate in the defense of any such claim. The Indemnifying Party shall give notice thereof and, to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof extent that it may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partywish, to assume the defense thereof, at with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under Section 9.2 for any time prior legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that (i) if the Indemnifying Party shall elect not to settlementassume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, compromise or final determinationthen separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by liable for any determination made in such action, audit, investigation, suit, proceeding reasonable legal or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected other expenses incurred by the Indemnified Party without the prior written consent of the in connection with such defense (but not more than one counsel). The Indemnifying Party (shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party 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 which indemnification may be sought hereunder (whether or not the Indemnified Party is 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. 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") Any against which a party claiming a right to indemnification hereunder hereto is indemnified (an the "Indemnified Party") shall give prompt written notice to by the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit under Section 7.01 or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which 7.02 hereof: (a) Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if know, together with copies of any such written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from The Indemnifying Party shall have no obligation to indemnify the Indemnified PartyParty with respect to any Claim if (i) the Indemnified Party fails to give the notice with respect thereto in accordance with Section 7.03 hereof, or (ii) the Indemnifying notice with respect thereto is not given on or before the first anniversary of the Closing Date. (c) If the Claim involves a Third Party may assume the defense of any such actionClaim, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and then the Indemnifying Party shall pay all reasonable costs have the right, at its sole cost, expense and expenses thereof ultimate liability regardless of the outcome, and shall be fully responsible for the outcome thereof, subject to the provisions through counsel of Section 10.04; provided that the Indemnifying Party's its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes with respect to such Third Party Claim, then the defense; Indemnified Party shall be entitled to select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the indemnified Party so elects (iii) 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 Section 7.01 or 7.02 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Partyreasonable costs, expenses and attorney's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected fees incurred by the Indemnified Party in connection with such Third Party Claim. In any event, Score One and ▇.▇▇▇▇▇ shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution and the Indemnified Party shall not settle or compromise such Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld).

Conditions of Indemnification. The obligations and liabilities of ------------------------------ Purchaser, on the one hand, and the Company, on the other hand, as indemnifying parties (aeach, an "Indemnifying Party") Any party claiming a right to indemnification hereunder indemnify the Company Indemnified Parties and Purchaser Indemnified Parties, respectively (each, an "Indemnified Party") ), under Section 6.2 with respect to Claims made by third parties, shall be subject to the following terms and conditions: The Indemnified Party shall give prompt written notice to the other Indemnifying Party of any Claim 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 that the "failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party") Party of its obligations under Section 6.2 except to the commencement of extent it shall have been prejudiced by the omission to provide such notice. In case any action, auditsuit, investigation, suit claim or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim proceeding is a third party claim brought against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume shall be entitled to participate in the defense thereof and, (except for indemnification arising out of any such actioncertain environmental matters referred to in Section 3.17, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and which will be governed by Section 6.4 to the extent that the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for acknowledges the outcome thereof, subject obligation to indemnify as set forth in Section 6.4(b)) to the provisions of Section 10.04; provided extent that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof it may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partywish, to assume the defense thereof, at with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so as to assume the defense thereof and to acknowledge responsibility therefor, the Indemnifying Party will not be liable to the Indemnified Party under Section 6.2 for any time prior legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that (i) if the Indemnifying Party shall elect not to settlementassume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such claim or action, compromise then separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be liable for any reasonable legal or final determinationother expenses incurred by the Indemnified Party in connection with such defense. Provided that the Indemnifying Party has acknowledged responsibility for the Claim, the Indemnifying Party shall not be bound by the Indemnified Party's control liable for any settlement of the defense thereof and by any determination made in such actionClaim effected without its written consent, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written which consent of the Indemnifying Party (which shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any action, suit, claim or proceeding to which the Indemnified Party 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 action, suit, claim or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action, suit, claim or proceeding) unless such settlement or compromise includes an unconditional release of the Indemnified Party from all liability arising out of such action, suit, claim or proceeding.

Conditions of Indemnification. (a) Any party claiming a right With respect to indemnification hereunder (an "Indemnified Party") shall give prompt any actual or potential claim, any written notice to the other party (the "Indemnifying Party") of demand, the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item other event which involves any Seller Indemnifiable Claim or incident in connection with which Buyer Indemnifiable Claim (a “Claim”): (a) Promptly after the party seeking indemnification (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 bases its claim for first has actual knowledge of such Claim, the Indemnified Party shall give written notice to the party from whom indemnification from is sought (the “Indemnifying Party under this Article X.Party”) of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnified Party to give the notice with respect thereto in accordance with Section 5.4(a) hereof unless the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for establish that it has been irretrievably prejudiced thereby. (c) If the outcome thereofClaim involves a Third Party Claim, subject to the provisions of Section 10.04; provided that then the Indemnifying Party's Party shall have the right, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; provided, however, that if both the Indemnifying Party and provided further that (i) the Indemnified Party is kept fully informed are named in any action or proceeding and it would be inappropriate for Buyer and Seller to be represented by the same counsel, due to actual or potential differing interests between them (such as the availability of all developments and is furnished copies different defenses), then the Indemnified Party shall be entitled to select counsel of all relevant papers; (ii) its own choosing to represent it, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying Party diligently prosecutes shall be obligated to pay the defense; fees and expenses of such 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (iii) 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 Section 5.2 or 5.3 hereof with respect to other Third Party Claims, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Party's control of the defense thereof costs, expenses and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected attorney’s fees incurred by the Indemnified Party without the prior written consent of in connection with such Third Party Claim. In any event, the Indemnifying Party (which and the Buyer Indemnitees or the Seller and Sole Shareholder Indemnitees, as applicable, shall not be unreasonably withheld)fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution.

Conditions of Indemnification. The obligations and liabilities of the Kinetic Indemnifying Parties or C▇▇▇▇▇▇ Indemnifying Parties, as the case may be (the “Indemnifying Party”) under Section 5.2 with respect to any of the C▇▇▇▇▇▇ Claims or Kinetic Claims, as the case may be (the “Claims”), made by third parties shall be subject to the following terms and conditions: (a) Any party claiming a right to indemnification hereunder (an "The Kinetic Indemnified Party or the C▇▇▇▇▇▇ Indemnified Party") shall give prompt written notice to , as the other party case may be (the "Indemnifying “Indemnified Party"”) of the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from will give the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Partyprompt notice of such Claim, upon notice from the Indemnified Partyand subject to Section 5.3(c), the Indemnifying Party may will assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, thereof by representatives chosen by it and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; provided, however, that the failure to provide prompt notice regarding such a Claim shall not relieve the Indemnifying Party of its obligations hereunder unless, and provided further that (i) only to the extent, such failure shall have materially and adversely prejudiced the defense against such Claim. The Indemnifying Party shall not be entitled to compromise or settle any such Claim without the prior written consent of the Indemnified Party is kept fully informed (which will not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes a full and complete release of the Indemnified Party of all developments liability and is furnished copies of all relevant papers; obligations under or in connection with such Claim. (iib) If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to assume the defense thereof, the Indemnified Party diligently prosecutes shall (upon further notice to the Indemnifying Party) have the right to undertake the defense; , compromise or settlement of such Claim at the Indemnifying Party’s cost and expense. (iiic) Anything in this Section 5.3 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to participatedefend such Claim, at subject to payment of its own expense and through counsel selected by itattorney fees, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by settle such Claim with the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall will not be unreasonably withheld, conditioned or delayed), and to enforce its rights against the Indemnifying Party to indemnification under this Section 5.3 with respect to such Claim.

Conditions of Indemnification. (a) Any party claiming a right to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.VII; (b) In the event the claim is a third party claim against an Indemnified Party, upon Upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim7.04. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty fifteen (2015) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Indemnifying Party without the Indemnifying Indemnified Party's prior written consent (which shall not unreasonably be withheld) unless the sole relief is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consentconsent (which shall not unreasonably be withheld). If the Indemnifying Party does not, within twenty fifteen (2015) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld).

Conditions of Indemnification. (a) Any party claiming a right With respect to indemnification hereunder (an "Indemnified Party") shall give prompt any actual or potential claim, any written notice to the other party (the "Indemnifying Party") of demand, the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item other event which involves any matter or incident in connection with related series of matters (a “Claim”) against which a Purchaser Indemnified Party or a Seller Indemnified Party is entitled to indemnification hereunder (for the purposes of this Section 8.05, the “Indemnified Party”) by one of the other Parties (for the purposes of this Section 8.05, the “Indemnifying Party”) under Section 8.03 or 8.04 hereof: (a) Promptly after an officer of the Indemnified Party bases its claim for indemnification from 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 an officer of the Indemnified Party first has actual knowledge of such Claim, the Indemnified Party shall give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnified Party to give the notice with respect thereto in accordance with Section 8.05(a) hereof unless the Indemnifying Party shall pay all reasonable costs establish by clear and expenses thereof and shall be fully responsible for convincing evidence that it has been irretrievably prejudiced thereby. (c) If the outcome thereofClaim involves a Third Party Claim, subject to the provisions of Section 10.04; provided that then the Indemnifying Party's Party shall have the right, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party’s reasonable judgment a conflict of interest exists between the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes with respect to such Third Party Claim, and the defense; Indemnified Party’s counsel has reasonably agreed in writing to such conclusion, then the Indemnified Party shall be entitled to select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, 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 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (iii) 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 8.04 or 8.05 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Party's control of the defense thereof costs, expenses and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected attorney’s fees incurred by the Indemnified Party without in connection with such Third Party Claim. In any event, Seller and Purchaser shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution. (d) Notwithstanding anything to the prior written consent of contrary in this Agreement, the Indemnifying Party (which aggregate amount required to be paid by Seller and Xenith pursuant to their indemnification obligations under Section 8.03(a) or by Purchaser pursuant to its indemnification obligations under Section 8.04(a) shall not be unreasonably withheldexceed the Purchase Price. For the purposes of clarity, other than Sections 8.03(a) and 8.04(a), this limitation does not apply to any of subsections of Section 8.03 or 8.04, including, without limitation, Purchaser’s liabilities under Section 8.04(e) and Seller’s liabilities under Section 8.03(b).

Conditions of Indemnification. The obligations and liabilities of the parties hereto hereunder with respect to their respective indemnities pursuant to this Article X resulting from any claim or other assertion of liabilities by third parties (hereinafter called collectively "Claims"), shall be subject to the following terms and conditions: (a) Any The party claiming a right to seeking indemnification hereunder (an the "Indemnified Party") shall must give prompt written notice to the other party or parties, as the case may be (the "Indemnifying Party") of the commencement ), notice of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which such Claim within ten (10) business days after the Indemnified Party bases its claim for indemnification from receives notice thereof (provided that failure to give notice within such ten-day period does not relieve the Indemnifying Party under this Article X.of his obligations to indemnify the Indemnified Party hereunder, except to the extent that such Indemnifying Party is harmed by the failure of the Indemnified Party to provide timely notice); (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the The Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateundertake, at by counsel or other representatives of its own expense and through counsel selected by itchoosing, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty Claim; (20c) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the defense of such actionIndemnified Party shall fail to defend, auditthe Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) account and (ii) risk of the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof); and (d) Anything in this Section 10.3 to the contrary notwithstanding, (A) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, (B) the Indemnifying Party shall be bound by not, without the Indemnified Party's control written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the defense thereof and giving by any determination made in such action, audit, investigation, suit, proceeding the claimant or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the plaintiff to the Indemnified Party without of a release from all liability in respect of such Claim, and (C) the prior written consent Indemnified Party, by counsel or other representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party (which and its counsel or other representatives concerning such Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel shall not be unreasonably withheld)cooperate with respect to such Claim.

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") Any against which a party claiming a right to indemnification hereunder hereto is indemnified (an the "Indemnified Party") shall give prompt written notice to by the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit under Section 8.1 or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which 8.2 hereof: 8.3.1 Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice to the Indemnifying Party under this Article X. (b) In of such Claim in reasonable detail and stating the event the claim is a third party claim against an Indemnified Partyamount involved, upon notice from the Indemnified Partyif known, the Indemnifying Party may assume the defense together with copies of any such actionwritten documents. 8.3.2 The Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect to any Claim if (i) the Indemnified Party fails to give the notice with respect thereto in accordance with Section 8.3.1 hereof, auditor (ii) the notice with respect thereto is not given on or before the third anniversary of the Closing Date. 8.3.3 If the Claim involves a Third Party Claim, investigation, suit, proceeding or demand, including its compromise or settlement, and then the Indemnifying Party shall pay all reasonable costs have the right, at its sole cost, expense and expenses thereof ultimate liability regardless of the outcome, and shall be fully responsible for the outcome thereof, subject to the provisions through counsel of Section 10.04; provided that the Indemnifying Party's its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes with respect to such Third Party Claim, the defense; Indemnified Party shall be entitled to select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (iii) for reasons other than the Indemnifying Party's failure or refusal to provide a defense to such Third Party Claim), the then 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 Section 8.1 or 8.2 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Partycosts, expenses and attorney's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected fees incurred by the Indemnified Party without in connection with such Third Party Claim. In any event, Purchaser and Seller shall fully cooperate with any such litigation, defense, settlement or other attempted resolution. 8.3.4 Notwithstanding anything to the prior written consent contrary herein, no payment with respect to any Claim or Claims shall be made to the extent such Claim or Claims do not exceed, singularly or in the aggregate, Fifty Thousand Dollars ($50,000); provided, however, such limitation with respect to Section 8.1 shall not apply to any Third Party Claim which ▇▇▇▇▇▇ & ▇▇▇▇▇ or any successor thereof asserts. At such time that any Claim or Claims exceed, singularly or in the aggregate, Fifty Thousand Dollars ($50,000), then the obligation of an Indemnifying Party hereunder shall arise in connection with any such excess. 8.3.5 In no event will the total of ail Claims for which indemnification is sought under Section 8.1 or Section 8.2 exceed One Million Four Hundred Thousand Dollars ($1,400,000) (the "Cap"); provided, however, such limitation with respect to Section 8.1 shall not apply to any Third Party Claim which ▇▇▇▇▇▇ & ▇▇▇▇▇ or any successor thereof asserts. In no event shall Purchaser's right to obtain indemnification, or any other direct or indirect payment from ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇ under Section 8.1 for any Claim be in excess of the Indemnifying Party percentages of such Claim set forth on Schedule 8.3.5 hereof. Notwithstanding anything contained in the Agreement to the contrary, Purchaser's right to obtain indemnification from ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇ for Claims under Section 8.1 is limited as follows: (which shall not be unreasonably withheld)a) as to Claims against ▇▇▇▇▇▇, 76.92% of any one Claim and 76.92% of the Cap for the aggregate of all Claims during the entire indemnification period and (b) as to Claims against each of ▇▇▇▇▇ or ▇▇▇▇▇ 11.54% of any one Claim and 11.54% of the Cap for the aggregate of all Claims during the entire indemnification.

Conditions of Indemnification. The respective rights and obligations of the Parties and the other indemnitees under this Article 11 with respect to claims trailing from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Any party Within ten (10) Business Days (or such earlier time as might be required to avoid prejudicing the position of the Party from whom indemnification is sought (the “Indemnifying Party”)) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, the Person claiming a right to indemnification hereunder be indemnified under the terms of this Article 11 (an "the “Indemnified Party"Person”) shall give prompt the Indemnifying Party written notice thereof, together with a copy of such claim, process or other legal pleading. Failure of the Indemnified Person to give such notice will not reduce or relieve the Indemnifying Party of liability hereunder unless and to the other party (extent that the "Indemnifying Party") of the commencement of any Party was precluded from defending such claim, action, audit, investigation, suit or proceedingproceeding as a result of the failure of the Indemnified Person to give such notice. In any event, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from failure to so notify shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Person otherwise than under this Article X.11. (b) In Each Indemnified Person shall have the event right, but not the claim is a obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party claim alleged or asserted against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense it arising out of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, matter in respect of which it is entitled to be indemnified hereunder and the Indemnifying Party shall pay all reasonable costs and expenses thereof (including reasonable attorneys’ fees and expenses and expert witness fees) shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04said indemnity as set forth herein; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through retain counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice acceptable to the Indemnified Person to defend such third party claim, at the Indemnifying Party’s sole cost and expense, unless and until the Indemnified Person notifies the Indemnifying Party as that: (i) such third party claim is reasonably likely to result in Damages at least a material portion of which would not be fully indemnified by the Indemnifying Party, (ii) such third party claim is reasonably likely to have a material adverse effect on the business or financial condition of the Indemnified Person, (iii) the Indemnifying Party is also a Person against whom the third party claim is made and the Indemnified Person reasonably determines that joint representation would be inappropriate, (iv) the third party claim seeks injunctive, equitable or other non-monetary relief affecting the Indemnified Person or any of its intention Affiliates, or (v) the Indemnifying Party fails to take reasonable steps necessary to diligently defend such third party claim and protect the interests of the Indemnified Person that are reasonably inferable or otherwise timely communicated. If the Indemnifying Party has the right to assume the defense of any such actionthe third party claim and it elects to do so, auditit must notify the Indemnified Person and assume the defense (with counsel acceptable to the Indemnified Person), investigation, suit, proceeding or demand within twenty (20) days as promptly as possible after the date receipt of the Indemnified Party's Person’s notice thereofof the claim (but in any case within ten (10) Business Days after receipt of such notice or such earlier time reasonably necessary to timely respond to the third party claim). If the Indemnifying Party does not provide notice to the Indemnified Person and assume the defense of the third party claim within such period of time, the Indemnifying Party shall not be entitled to assume the defense of the third party claim unless otherwise agreed to by the Indemnified Person. (c) If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demandthe third party claim, (i) no compromise or settlement thereof may be effected such assumption will conclusively establish that the claims made in such third party claim are within the scope of and subject to indemnification by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) , and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlementnot settle, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in discharge such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party third party claim without the prior written consent of the Indemnifying Party (which Indemnified Person; provided that the prior written consent of the Indemnified Person shall not be unreasonably withheld)required for any settlement that (A) only requires the payment of money that is paid by the Indemnifying Party, and does not provide for injunctive, equitable or other non-monetary relief affecting the Indemnified Person or any of its Affiliates, (B) does not include a finding or admission of any violation of applicable law, any violation of the rights of any Person, or any admission of guilt, and (C) provides for a full release and discharge of the Indemnified Person. Upon assumption by the Indemnifying Party of the defense of the third party claim, the Indemnifying Party shall reimburse the Indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Person informed of all material developments relating to or in connection with the third party claim and the defense thereof, and make available to the Indemnified Person and its counsel, all information and documents available to the Indemnifying Party related to the third party claim. The Indemnified Person shall provide reasonable assistance to the Indemnifying Party, at the Indemnifying Party’s expense, in connection with such claim, action, suit or proceeding. (d) If any of the circumstances described in the clauses (i) through (v) of Section 11.3(b) exist prior to or arise after the Indemnifying Party has assumed the defense of the third party claim, or until such time as the Indemnifying Party assumes the defense of the third party claim, if applicable, the Indemnified Person shall have the sole right to assume the defense of the third party claim, with counsel of its choice (provided that such counsel has no ethical conflict of interest with the Indemnifying Party that is not waiveable) and to defend, settle and compromise such third party claim. The Indemnifying Party shall be liable for all costs or expenses (including reasonable attorneys’ fees and expenses and expert witness fees) paid or incurred by the Indemnified Person in connection therewith. In addition, the Indemnifying Party shall render, at its own cost, such assistance as may reasonably be requested in order to ensure the proper and adequate defense of the third party claim and cooperate in the defense of the third party claim. In the event the Indemnifying Party assumes control of the defense, the Indemnified Person shall have the right to employ its own counsel, such counsel may participate in such claim, action, suit or proceeding, and the Indemnifying Party shall reasonably cooperate with the Indemnified Person in connection with such participation, but the fees and expenses of such counsel following assumption of the defense by the Indemnifying Party shall be at the expense of such Indemnified Person, except as otherwise provided above and unless: (i) the employment of counsel by such Indemnified Person has been authorized in writing by the Indemnifying Party; (ii) outside counsel of the Indemnified Person shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Person in the conduct of the defense of such action; or (iii) the Indemnified Person shall have reasonably concluded and specifically notified the Indemnifying Party either that there may be specific defense available to it which are different from or additional to those available to the Indemnifying Party. If any of the preceding clauses shall be applicable, then counsel for the Indemnified Person shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the Indemnified Person and the reasonable fees and expenses of such counsel shall be reimbursed by the Indemnifying Party.

Conditions of Indemnification. (a) Any party claiming a right With respect to indemnification hereunder (an "Indemnified Party") shall give prompt any actual or potential claim, any written notice to the other party (the "Indemnifying Party") of the demand, commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item other event which involves any matter or incident in connection with related series of matters (Claim) against which a party hereto is indemnified (Indemnified Party) by another party (Indemnifying Party) under Sections II(a) or II(b) hereof: 1. Promptly after the Indemnified Party bases its claim for indemnification from first receives written documents pertaining to the Indemnifying Party under this Article X. (b) In the event the claim is Claim, or if such Claim does not involve a third party claim against an Indemnified PartyClaim, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) promptly after the Indemnified Party is kept fully informed first has actual knowledge of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) such Claim, the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Indemnifying Party as to its intention to assume of such Claim in reasonable detail and stating the defense amount involved, if known, together with copies of any such actionwritten documents; and 2. If the Claim involves a third party Claim, auditthen the Indemnifying Party shall have the right, investigationat its sole cost, suitexpense and ultimate liability regardless of outcome, proceeding through counsel of its choice, to litigate, defend, settle, or demand within twenty (20) days after otherwise attempt to resolve such Claim, except that the date of Indemnified Party may elect, at any time and at the Indemnified Party's notice thereof’s sole cost, expense and ultimate liability, regardless of outcome, and through counsel of its choice, to litigate, defend, settle, or otherwise attempt to resolve such Claim. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without so elects (for reasons other than the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) ’s inability, failure, or refusal to provide a defense to such Claim), then the Indemnifying Party shall have no liability obligation to indemnify the Indemnified Party with respect to such Claim. In any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notevent, within twenty (20) days after the receipt of written notice from the Indemnified Partyall parties hereto shall fully cooperate with any other party and their respective counsel in connection with any such litigation, give notice to the Indemnified Party of its assumption of the defense of the actiondefense, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)other attempt at resolution.

Conditions of Indemnification. The obligations and liabilities of C&W under Section 8.3 or Buyer under Section 8.4, respectively, with respect to Indemnifiable Claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Any party claiming a right to indemnification hereunder The member of the C&W Group or the Buyer Group, as the case may be, asserting the existence of an Indemnifiable Claim (an the "Indemnified Party") shall will give prompt written notice of any such Indemnifiable Claim to the other party from whom Indemnification is sought (the "Indemnifying Party") ), and the Indemnifying Party shall undertake the defense thereof by representation of the commencement of any actiontheir choosing, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection and will consult with which the Indemnified Party bases its claim for indemnification from concerning such defense during the Indemnifying Party under this Article X.course thereof. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, that the Indemnifying Party may assume the defense within a reason able time after notice of any Indemnifiable Claim, fails to defend, the Indemnified Party against which such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject Indemnifiable Claim has been asserted will (upon further notice to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory ) have the right to undertake the defense, compro mise or settlement of such Indemnifiable Claim on behalf of and for the account and risk of the Indemnifying Party. (c) Anything in this Section 8.5 to the Indemnified Party; and provided further that contrary notwithstand ing, (i) if there is a reasonable probability that an Indemnifiable Claim may materi ally and adversely affect the Indemnified Party is kept fully informed other than as a result of all developments and is furnished copies money damages or other money payments (for example, as a result of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) injunctive or other equitable relief), the Indemnified Party shall have the right to participatedefend, at its own expense and through counsel selected compromise or settle such Indemnifiable Claim provided, that the Indemnifying Party shall not be bound by itany determination, in the defense compromise or settlement of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to Indemnifiable Claim without its intention to assume the defense of any such actionconsent, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) , and (ii) the Indemnifying Party shall have no liability with not, without the Indemnified Party's written consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect to any compromise or settlement thereof effected without its consent. If unless (A) the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice delivers to the Indemnified Party of in advance its assumption of written agreement satisfactory to the defense of Indemnified Party which provides that amounts paid and incurred or to be incurred by the action, audit, investigation, suit, proceeding or demand Indemnified Party in question, then connec tion with such Indemnifiable Claim shall be repaid promptly by the Indemnifying Party to the Indemnified Party (subject to the right limitations of the Indemnifying Partythis Article VIII), upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to and (B) such settlement, compromise or final determination, consent includes as an unconditional term thereof the Indemnifying Party shall be bound giving by the Indemnified Party's control of claimant or the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by plaintiff to the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)a release from all liability in respect to such Indemnifiable Claim.

Conditions of Indemnification. The obligations and liabilities of Buyer, on the one hand, and Seller and Owner, on the other hand, as indemnifying parties (aeach, an “Indemnifying Party”) Any party claiming a right to indemnification hereunder indemnify Seller Indemnified Parties or Buyer Indemnified Parties, as applicable (each, an "“Indemnified Party") ”), under Section 7.2 with respect to Claims made by third parties shall be subject to the following terms and conditions: The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement Party of any action, audit, investigation, suit or proceeding, Damages with respect to which it seeks indemnification promptly after the receipt discovery by such party of any demand or matters giving rise to such Claim for indemnification; provided, however, that the occurrence failure of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article X. (b) Section 7.2 unless it shall have been prejudiced by the omission to provide such notice. In the event the claim case any Claim is a third party claim brought against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject entitled to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, participate in the defense of any such claim. The Indemnifying Party shall give notice thereof and, to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof extent that it may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partywish, to assume the defense thereof, at with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under Section 7.2 for any time prior legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that (i) if the Indemnifying Party shall elect not to settlementassume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, compromise or final determinationthen separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by liable for any determination made in such action, audit, investigation, suit, proceeding reasonable legal or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected other expenses incurred by the Indemnified Party without the prior written consent of the in connection with such defense (but not more than one counsel). The Indemnifying Party (shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party 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 which indemnification may be sought hereunder (whether or not the Indemnified Party is 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. The obligations and liabilities of Parent, the Surviving Corporation and the Parent Stockholders, on the one hand, and Vianet, on the other hand, as indemnifying parties (aeach, an "Indemnifying Party") Any party claiming a right to indemnification hereunder indemnify Vianet, Parent and the Surviving Corporation, as applicable (each, an "Indemnified Party") ), under Section 9.2 with respect to Claims made by Third Parties shall be subject to the following terms and conditions: The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement Party of any action, audit, investigation, suit or proceeding, Damages with respect to which it seeks indemnification promptly after the receipt discovery by such party of any demand or matters giving rise to such Claim for indemnification; provided, however, that the occurrence failure of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article X. (b) Section 9.2 unless it shall have been prejudiced by the omission to provide such notice. In the event the claim case any Claim is a third party claim brought against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject entitled to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, participate in the defense of any such claim. The Indemnifying Party shall give notice thereof and, to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof extent that it may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partywish, to assume the defense thereof, at with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under Section 9.2 for any time prior legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that (i) if the Indemnifying Party shall elect not to settlementassume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, compromise or final determinationthen separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by liable for any determination made in such action, audit, investigation, suit, proceeding reasonable legal or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected other expenses incurred by the Indemnified Party without the prior written consent of the in connection with such defense (but not more than one counsel). The Indemnifying Party (shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party 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 which indemnification may be sought hereunder (whether or not the Indemnified Party is 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. The obligations and liabilities of the parties hereunder with respect to indemnity pursuant to this Article IX, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) Any The indemnifying party claiming a shall have the right to indemnification hereunder undertake at its sole expense, by counsel of its own choosing, the defense of such Claim, except that Buyer shall control the conduct of any Remediation with respect to any Real Property unless (an "Indemnified Party"i)(A) shall give prompt written notice to Buyer alleges such Remediation is the other responsibility of Seller or Colfax and (B) Seller or Colfax reasonably conclude that their conduct of such Remediation will facilitate recovery against a third party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit or proceedingother than Buyer, the receipt of any demand Acquired Companies or Subsidiaries); or (ii) the occurrence of any item parties mutually agree that Seller or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.Colfax shall conduct such Remediation. (b) In the event that the claim is indemnifying party shall elect not to undertake such defense, or within a third party claim against an Indemnified Party, upon reasonable time after notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such actionClaim from the other party shall fail to defend, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject indemnified party (upon notice to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (iother party) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateundertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the other party. (c) Anything in this Article IX to the contrary notwithstanding, (i) if there is a reasonable probability, in the indemnified party’s judgment, that a Claim may materially and adversely affect the indemnified party other than as a result of money damages or other money payments, the indemnified party shall have the right, at its own expense cost and through counsel selected by itexpense, to participate in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such actiondefense, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by of the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and Claim, (ii) the Indemnifying Party indemnifying party shall not, without the indemnified party’s written consent, settle or compromise any 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 Claim, and (iii) in the event that the indemnifying party undertakes defense of any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of to consult with, and be provided reasonable access to all relevant information within the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determinationpossession of, the Indemnifying Party shall be bound by indemnifying party and its counsel or other representatives concerning such Claim and the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)indemnifying party.

Conditions of Indemnification. The obligations and liabilities of Sellers, Buyer and Diginet under this Section 11 shall be subject to the following terms and conditions: (a) Any The indemnified party claiming a right to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to the indemnifying party of any Proceeding or other party (the "Indemnifying Party") event which may give rise to liability of the commencement indemnifying party pursuant to this Section 12 (an "Indemnity --------- Claim"); provided, however, that failure to give such notice shall not relieve ----- the indemnifying party of any action, audit, investigation, suit or proceeding, its obligations hereunder unless the receipt indemnifying party shall have suffered actual material damage as a result of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.such failure. (b) With respect to Indemnity Claims involving matters asserted by third parties, the indemnified party may engage representatives of its own choosing with respect to any such Indemnity Claim, such representation (including the compromise or settlement of any such Indemnity Claim) to be undertaken on behalf of and for the account and risk of the indemnifying party. In the event the claim is a third indemnified party claim against an Indemnified Party, upon notice from the Indemnified Partyelects not to undertake such defense by its own Representatives, the Indemnifying Party may assume indemnified party shall give prompt written notice of such election to the indemnifying party, and the indemnifying party will undertake the defense of any such action, audit, investigation, suit, proceeding or demand, (including its the compromise or settlement, and ) thereof by Representatives designated by it whom the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall indemnified party determines in writing to be fully responsible satisfactory for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claimpurposes. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which indemnified party to the indemnifying party's choice of counsel or other representative shall not be unreasonably withheld). No party shall compromise or settle an Indemnity Claim without the written consent of the other relevant party, which consent shall not be unreasonably withheld, conditioned or delayed. (c) With respect to an Indemnity Claim not involving a third party, if the indemnifying party objects to such Indemnity Claim the indemnifying party shall give the indemnified party written notice thereof within fifteen (15) days following his or its receipt of notice of an Indemnity Claim pursuant to Section 12.4(a) stating the basis for such indemnifying party's objection. Failure to give such notice shall constitute acceptance by the indemnifying party of such Indemnity Claim. In the event the indemnified party and the indemnifying party are unable to resolve their dispute within thirty (30) days following the receipt by the indemnified party's notice of the indemnifying party's objection to such Indemnity Claim, the parties shall submit their dispute to binding arbitration (i) to be held in New York, New York pursuant to the Commercial Arbitration Rules of the International Chamber of Commerce by three arbitrators appointed in accordance with such rules, if the value of the disputed Indemnity Claim is greater than or equal to U.S. $200,000 or (ii) to the Arbitration Tribunal of the Mercantile Exchange for the City of Buenos Aires pursuant to the rules of such tribunal by a three person panel appointed in accordance with such rules, if the value of such disputed Indemnity Claim is less than U.S. $200,000. English shall be the language of any arbitration which takes place in New York and Spanish shall be the language of any arbitration which takes place in Buenos Aires. Costs of the arbitration shall be shared equally by the parties and each party shall pay its own attorneys' fees and other expenses, except that the arbitrators may impose all or part of the defending party's costs, fees and expenses against the party bringing a claim if the arbitrators determine that there was no reasonable basis for pursuing such a claim. All testimony shall be transcribed, and any award shall be accompanied by written findings of fact and a written statement of reasons for the decision.

Conditions of Indemnification. (a) Any party claiming a right The obligations and liabilities of the Indemnifying Party with respect to indemnification hereunder (an "Indemnified Party") shall give prompt written notice any claim, action, suit, proceeding, tax audit, demand or liability based on or with respect to the inaccuracy or non-performance or non-fulfillment or breach of any representation or warranty made by the other party (contained in this Agreement or contained in any document or certificate given in order to carry out the "Indemnifying Party") of the commencement transactions contemplated hereby asserted or instituted by any third party on account of any action, audit, investigation, suit or proceeding, the receipt matter giving rise to a claim of any demand or the occurrence of any item or incident in connection with which the indemnity by an Indemnified Party bases its claim for indemnification from (a "Claim"), shall be subject to the following terms and conditions: 10.2.1. The Indemnified Party will give the Indemnifying Party under this Article X. (b) In notice of any claim. Prior to the event giving of any notice and after the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense giving of any such actionnotice, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If if the Indemnifying Party assumes the defense of such actiona Claim as provided below, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without will not settle or waive, and will cause its Affiliates not to settle or waive, any defense (including the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise waiver of a statue of limitations), cause of action or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party counterclaim without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld. 10.2.2. Upon receipt of notice of a Claim from an Indemnified Party, the Indemnifying Party will be entitled to assume the sole defense thereof by representatives chosen by it; provided, however, in the case of an audit, the auditor permits the Indemnifying Party to do so. The Indemnifying Party shall have the right to assert any defenses, causes of action or counterclaims arising from the subject of the Claim available to the Indemnified Party and its Affiliates. In the event an Indemnifying Party is not permitted by an auditor to assume the defense or control the conduct of an audit of returns, no settlement with respect to any assessment may be effected without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, and the Indemnified Party shall consult with the Indemnifying Party concerning the progress of the audit and provide such party with copies of all correspondence and documents in connection therewith. 10.2.3. If the Indemnifying Party, within thirty (30) days after notice of any such Claim, fails to assume the defense thereof; the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense or, with the consent of the Indemnifying Party not be unreasonably withheld or delayed, the compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Claim at any time prior to the settlement, compromise or final determination thereof. 10.2.4. Anything in this Section 10.2 to the contrary notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be withheld unreasonably or delayed), settle or compromise any Claim or consent to the entry of any judgment which imposes any future obligation on the Indemnified Party or which does not include as an unconditional term thereof giving to the Indemnified Party a release from all liability in respect of such Claim. Furthermore, the Indemnified Party shall reasonably assist the Indemnifying Party with the mitigation of loss and the return to work of any employee eligible for or drawing any occupational injury benefits in connection with the indemnification obligations set forth above. 10.2.5. The Indemnified Party shall, and shall cause its Affiliates to, provide the Indemnifying Party with such assistance at the sole cost of the Indemnifying Party as may reasonably be requested by the Indemnifying Party in connection with any indemnification or defense provided for herein, including, without limitation, providing the Indemnifying Party with such information, documents and records and reasonable access to the services of and consultations with such personnel of the Indemnified Party or its affiliates as the Indemnifying Party shall deem necessary (provided that such access shall not unreasonably interfere with the performance of the duties performed by or responsibilities of such personnel).

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") Any against which a party claiming a right to indemnification hereunder hereto is indemnified (an the "Indemnified Party") shall give prompt written notice to by the other party (the "Indemnifying Party") of under the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which provisions hereof; (1) Promptly after the Indemnified Party bases its claim for indemnification from first receives written documents pertaining to the Indemnifying Party under this Article X. (b) In the event the claim is Claim, or if such Claim does not involve a third party claim against an Indemnified PartyClaim, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) promptly after the Indemnified Party is kept fully informed first has actual knowledge of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) such Claim, the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Indemnifying Party as to its intention to assume of such Claim in reasonable detail and stating the defense amount involved, if known, together with copies of any such action, audit, investigation, suit, proceeding or demand within twenty written documents. The Indemnifying Party shall have Ten (2010) days after from the date personal delivery or mailing of the Claim notice (the "Notice Period") to notify the indemnified Party (I) whether or not it disputes its liability to the Indemnified Party's notice thereof. Party hereunder with respect to such Claim, and (ii) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such Claim. (2) If the Indemnifying Party assumes disputes its liability with respect to such Claim or the defense of such action, audit, investigation, suit, proceeding amount thereof (whether or demand, (i) no compromise or settlement thereof may be effected by not the Indemnifying Party desires to defend the Indemnified Party without against such Claim as provided below), such dispute shall be resolved in accordance with subparagraph (7) below. Pending the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) resolution of any dispute by the Indemnifying Party shall have no of its liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party such Claim shall not be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party settled without the prior written consent of the Indemnified Party (3) If the Indemnifying Party desires to defend the Indemnified Party against the Claim, then the Indemnifying Party shall have the right, at its 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 Claim, except that 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 choice, to litigate, defend. settle or otherwise attempt to resolve such Claim. If the Indemnified Party so elects (for reasons other than the Indemnifying Party's failure or refusal to provide a defense to such Claim), then the Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect to such Claim, but such disposition will be without prejudice to any other right the Indemnified Party may have to indemnification under subparagraph (2) or (3) above, regardless of the outcome of such Claim. In any event, Buyer and the Seller shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution. (4) If the Indemnifying Party elects not to defend the Indemnified Party against such Claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such Claim or, if the same be defended by the Indemnifying Party, then that portion thereof as to which such defense is unsuccessful, in each case, shall be conclusively deemed to be a liability of the Indemnifying Party hereunder, unless the Indemnifying Party shall have disputed its liability to the Indemnified Party hereunder as provided above, in which event such dispute shall be resolved as provided in subparagraph (7) below. (5) In the event an Indemnified Party should have a Claim against the Indemnifying Party hereunder that does not involve a Claim being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a notice with respect to such Claim to the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such Claim, such dispute shall be resolved in accordance with subparagraph (7) hereof, if the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such Claim, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. (6) Upon the determination of the liability for indemnification as provided herein, the appropriate party shall pay to the other, as the case may be, within Ten (10) days after such determination, the amount of any claim for indemnification made hereunder. In the event that the Indemnified Party is not paid in full for any such claim pursuant to the foregoing provisions promptly after the other party's obligation to indemnify has been determined in accordance herewith, it shall have the right, notwithstanding any other rights that it may have against any other person or corporation, to setoff the unpaid amount of any such Claim against any amounts owed by it under this Agreement or any other agreements entered into pursuant to this Agreement. Upon the payment in full of any claim, either by setoff or otherwise, the entity making payment shall be subrogated to the rights of the Indemnified Party against any person, firm or corporation with respect to the subject matter of such Claim (7) All disputes under this Paragraph 7(b)(7) shall be settled by arbitration in Dallas, Texas, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to each other party to a dispute that such dispute has been referred to arbitration under this subparagraph (7). Within Ten (10) days after the date of that written notice initiating arbitration, the Buyer and the Seller shall have each selected a single arbitrator and notified the other of the identity of their selections. The two selected arbitrators shall together select the third arbitrator within the next ten-day period. Any award rendered by the arbitrators shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrators giving the reasons for the award This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrators in accordance herewith shall be final and binding and there shall be no right to appeal therefrom Each party shall pay its own expenses of arbitration and the expenses of the arbitrators shall be equally shared; provided, however, that if in the opinion of the arbitrators any claim for indemnification or any defense or objection thereto was unreason-able, the arbitrators may assess, as part of his award, all or any part of the arbitration expenses of the other party (including reasonable attorneys' fees and fees of the arbitrators) against the party raising such unreasonable claim defense or objection. (8) To the extent that arbitration may not be unreasonably withheld)legally permitted hereunder and the parties to any dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration, any party may commence a civil action in a court of appropriate jurisdiction to solve disputes hereunder. Nothing contained in this subparagraph (8) shall prevent the parties from settling any dispute by mutual agreement at any time (9) The indemnification rights of the parties hereunder are independent of and in addition to such rights and remedies as the parties may have at law or in equity or otherwise for any misrepresentation breach of warranty or failure to fulfill any agreement or covenant hereunder on the part of any party hereto including without limitation the right to seek specific performance rescission or restitution none of which rights or remedies shall be affected or diminished hereby.

Conditions of Indemnification. The obligations and liabilities of Buyer, on the one hand, and Seller, on the other hand, as indemnifying parties (a) Any party claiming a right to indemnification hereunder (each, an "Indemnified PartyINDEMNIFYING PARTY") to indemnify the Buyer and Seller, as applicable (each, an "INDEMNIFIED PARTY"), under Section 7.2 with respect to claims made by third parties shall be subject to the following terms and conditions: The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement Party of any action, audit, investigation, suit or proceeding, Damages with respect to which it seeks indemnification promptly after the receipt discovery by such party of any demand or matters giving rise to such claim for indemnification; PROVIDED, HOWEVER, that the occurrence failure of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article X. (b) Section 7.2 unless it shall have been materially prejudiced by the omission to provide such notice. In the event the claim case any Claim is a third party claim brought against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject entitled to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, participate in the defense of any such claim. The Indemnifying Party shall give notice thereof and, to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof extent that it may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partywish, to assume the defense thereof, at with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under Section 7.2 for any time prior legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; PROVIDED, HOWEVER, that (i) if the Indemnifying Party shall elect not to settlementassume the defense of such Claim or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, compromise or final determinationthen separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by liable for any determination made in such action, audit, investigation, suit, proceeding reasonable legal or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected other expenses incurred by the Indemnified Party without the prior written consent of the in connection with such defense (but not more than one counsel). The Indemnifying Party (shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party 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 which indemnification may be sought hereunder (whether or not the Indemnified Party is 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) Any party claiming If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from an Indemnified Party by a right to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any actionthird-Person, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from will promptly notify the Indemnifying Party under this Article X.of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate will not be conclusive of the final amount of such claim or demand) (the “Claim Notice”). The Indemnifying Party will then have 45 Business Days from the date on which the Claim Notice is given (the “Notice Period”) to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes the liability to the Indemnified Party hereunder with respect to such claim or demand, and (ii) notwithstanding such dispute, whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such claim or demand. (b) In Pending the event resolution of any dispute by the Indemnifying Party of its liability with respect to any such claim is a third party or demand, such claim against an Indemnified Party, upon notice from or demand will not be settled without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, delayed, or conditioned. (c) If the Indemnifying Party may assume notifies the defense of any Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such action, audit, investigation, suit, proceeding claim or demand, including its compromise or settlementthen, and except as hereinafter provided, the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall will have the right to defend the Indemnified Party by appropriate proceedings, which will be fully responsible for promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk that the outcome thereof, Indemnified Party will become subject to the provisions of Section 10.04liability for any other matters; provided provided, however, that the Indemnifying Party will not, without the prior written consent of the Indemnified Party's counsel shall , consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise that does not include, as an unconditional term thereof, a release by the claimant or plaintiff of the Indemnified Party (such release to be reasonably in form and substance satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed from all liability in respect of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of any such claimclaim or demand. The Indemnifying Party shall give notice will be entitled to the Indemnified Party as to its intention to assume select legal counsel for the defense of any such actionclaim or demand, audit, investigation, suit, proceeding or demand within twenty (20) days after with the date approval of the Indemnified Party's notice thereof, which approval will not be unreasonably withheld, delayed, or conditioned. If the Indemnifying Indemnified Party assumes the desires to participate in, but not control, any such defense or settlement of such action, audit, investigation, suit, proceeding claim or demand, (i) no compromise or settlement thereof it may be effected by do so at its sole cost and expense, and in such event, the Indemnified Party without and its counsel will be provided access to all such files, records, Membership Interest Purchase Agreement and other materials as the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) Indemnified Party may request in order to assure its ability to participate. If, in the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt reasonable judgment of written notice from the Indemnified Party, give notice to any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter that could have a Material Adverse Effect on the business, operations, assets, properties, or prospects of the Indemnified Party, including the administration of any Tax returns and responsibilities under Tax Laws of the Indemnified Party, then the Indemnified Party will have the Right to control the defense or settlement of its assumption any such claim or demand, and the costs and expenses of such defense or settlement will be included as part of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right indemnification obligations of the Indemnifying PartyParty hereunder; provided, upon written notice to Indemnified Partyhowever, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by that the Indemnified Party will not settle any such claim or demand without the prior written consent of the Indemnifying Party (which shall consent will not be unreasonably withheld, delayed, or conditioned). If the Indemnified Party should elect to exercise such Right to control the defense or settlement, the Indemnifying Party will have the Right to participate in, but not control, the defense or settlement of such claim or demand at its sole cost and expense. (d) If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand (together with all fees and expenses, including attorneys’ fees, incurred by the Indemnified Party as a consequence of the Indemnifying Party’s failure to defend the Indemnified Party), or if the same be defended by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful, will conclusively be deemed to be a liability of the Indemnifying Party hereunder, unless the Indemnifying Party disputes its liability to the Indemnified Party hereunder. (e) If the Indemnified Party shall have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third-Person, the Indemnified Party will promptly send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim will conclusively be deemed a liability of the Indemnifying Party hereunder.

Conditions of Indemnification. The obligations and liabilities of the Indemnifying Party with respect to any claim asserted or instituted by any Person (a) Any party claiming a right to indemnification hereunder (an "Indemnified PartyClaim") on account of any matter giving rise to a claim of indemnity by an Indemnified Party shall be subject to the following terms and conditions: 7.2.1. The Indemnified Party will give the Indemnifying Party prompt written notice to the other party (the "Indemnifying Party") of the commencement of any actiona Claim, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the failure to give such notice shall not affect or otherwise limit the Indemnifying Party's counsel shall be reasonably satisfactory obligations under this Article VII except to the Indemnified Party; and provided further extent that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) failure to give such notice results in material prejudice to the Indemnifying Party diligently prosecutes Party. Prior to the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense giving of any such claim. The Indemnifying Party shall give notice to of a Claim, and after the Indemnified Party as to its intention to assume the defense giving of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If if the Indemnifying Party assumes the defense of such actionthe Claim as provided below, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be withheld or delayed unreasonably, the Indemnified Party (i) will not waive, and will cause its Affiliates not to waive, any defense (including the waiver of a statute of limitations), cause of action or counterclaim, and (ii) will not effect, and will cause its Affiliates not to effect, any compromise or settlement of any such Claim. 7.2.2. Upon receipt of notice of a Claim from an Indemnified Party, the Indemnifying Party will be entitled, at its sole cost and expense, to assume the sole defense thereof by outside counsel chosen by it; provided that the Indemnified Party shall be entitled to participate in the defense of such Claim and to employ counsel at its own expense to assist in the handling of such Claim and provided further that if defendants in any action include any Indemnified Party and any Indemnifying Party and any Indemnified Party shall have been advised by its counsel that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to any Indemnifying Party, or if a conflict of interest exists between any Indemnified Party and any Indemnifying Party, then in either case, the Indemnified Party shall have the right, at the Indemnifying Party's cost and expense, to employ its own counsel in such action. The Indemnifying Party shall have the right to assert any defenses, causes of action or counterclaims (subject to Section 7.2.6 hereof) arising from the subject of the Claim available to the Indemnified Party and its Affiliates, and shall also have the right (subject to the provisions of Section 7.2.4 hereof) to effect a compromise or settlement of the Claim. 7.2.3. If the Indemnifying Party, within thirty (30) days after notice of any such Claim (or such reasonable shorter period after notice as is required to avoid material prejudice to the Indemnified Party), fails to assume the defense thereof, the Indemnified Party shall (upon further notice to the Indemnifying Party and at the Indemnifying Party's cost and expense) have the right to undertake the defense and, with the consent of the Indemnifying Party not to be unreasonably withheldwithheld or delayed, compromise or settle such Claim on behalf of and for the account and risk of the Indemnifying Party. 7.2.4. Anything in this Section 7.2 to the contrary notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be withheld unreasonably or delayed), settle or compromise any Claim or consent to the entry of any judgment which imposes any future obligation on the Indemnified Party and which does not include as an unconditional term thereof giving to the Indemnified Party an unconditional release from all liability in respect of such Claim. Furthermore, to the extent commercially reasonable, the Indemnified Party shall reasonably assist the Indemnifying Party with the mitigation of any Losses in connection with the indemnification obligations set forth herein. 7.2.5. In connection with third-party claims for which the Indemnifying Party has assumed the defense, the Indemnified Party shall, and shall cause its Affiliates to, provide the Indemnifying Party with such reasonable assistance (without charge for overhead, but at the Indemnifying Party's sole cost and expense for all reasonable out-of-pocket costs and expenses) as may reasonably be requested by the Indemnifying Party in connection with any indemnification or defense provided for herein, including, without limitation, during normal business hours, on reasonable prior written notice and without undue interruption, providing the Indemnifying Party with such information, documents and records relating to pre-Closing periods and reasonable access to the services of and consultations with such personnel of the Indemnified Party or its Affiliates as the Indemnifying Party shall deem reasonably necessary

Conditions of Indemnification. The obligations and liabilities of Parent, on the one hand, and the BBT Shareholders, on the other hand, as indemnifying parties (a) Any party claiming a right to indemnification hereunder (each, an "Indemnified PartyINDEMNIFYING PARTY") to indemnify the BBT Shareholders or Parent, as applicable (each, an "INDEMNIFIED PARTY"), under SECTION 6.2 with respect to Claims made by third parties shall be subject to the following terms and conditions: The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement Party of any action, audit, investigation, suit or proceeding, Damages with respect to which it seeks indemnification promptly after the receipt discovery by such party of any demand or matters giving rise to such Claim for indemnification; PROVIDED, HOWEVER, that the occurrence failure of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article X. (b) SECTION 6.2 unless it shall have been prejudiced by the omission to provide such notice. In the event the claim case any Claim is a third party claim brought against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject entitled to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, participate in the defense of any such claim. The Indemnifying Party shall give notice thereof and, to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof extent that it may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partywish, to assume the defense thereof, at with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under SECTION 6.2 for any time prior legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; PROVIDED, HOWEVER, that (i) if the Indemnifying Party shall elect not to settlementassume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, compromise or final determinationthen separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by liable for any determination made in such action, audit, investigation, suit, proceeding reasonable legal or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected other expenses incurred by the Indemnified Party without the prior written consent of the in connection with such defense (but not more than one counsel). The Indemnifying Party (shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party 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 which indemnification may be sought hereunder (whether or not the Indemnified Party is 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. With respect to any indemnification obligations of either party under this Agreement: (a) Any the indemnified party claiming a right to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to notify the other indemnifying party (the "Indemnifying Party") promptly in writing and reasonable detail of the commencement relevant claim, damages, or losses which may give rise to an obligation on the part of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.indemnifying party hereunder; (b) In the event indemnifying party shall be allowed to timely undertake the claim is a sole control of the defence of any third party action and claim against an Indemnified Partysubject to indemnification hereunder, upon notice from including all negotiations for the Indemnified Partysettlement, or compromise of such claim or action at its sole expense; and (c) the Indemnifying Party may assume indemnified party shall, at the defense expense of any the indemnifying party, render reasonable assistance, information, co-operation and authority to permit the indemnifying party to defend such action. Notwithstanding the foregoing, audithowever, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified failure or delay to notify the indemnifying party shall not relieve the indemnifying party of any obligation or liability that it may have to the indemnified party except to the extent that the indemnifying party demonstrates that its ability to defend or resolve the relevant Third Party claim is kept fully informed of all developments and is furnished copies of all relevant papers; adversely affected thereby, (ii) in no event may the Indemnifying Party diligently prosecutes indemnifying party compromise or settle any suit, claim, proceedings or causes of action subject to indemnification hereunder in any manner that (A) admits fault or wrongdoing on the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense part of any such claim. The Indemnifying Party shall give notice to indemnified party or incur non-indemnified liability on the Indemnified Party as to its intention to assume the defense part of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party indemnified party without the prior written consent of the Indemnifying Party indemnified party or (which B) adversely affects the Licensed Patents, Licensed Know-How, Product Registrations, or Product Registration Applications without the prior written approval of LICENSOR, and (iii) no indemnified party shall enter into any settlement of any claim subject to indemnification under this Section 14 without the prior written consent of the indemnifying party with respect thereto, such consent not to be unreasonably withheld). Notwithstanding anything to the contrary, an indemnified party shall have the right to employ separate counsel and to participate in the defense of any action subject to indemnification hereunder, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, and the indemnifying party does not elect to engage new counsel without such a conflict; (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iii) the indemnifying party shall authorize the indemnified party to employ separate counsel at the indemnifying party’s expense.

Conditions of Indemnification. The obligations and liabilities of Parent, on the one hand, and the BBT Shareholders, on the other hand, as indemnifying parties (aeach, an “INDEMNIFYING PARTY”) Any party claiming a right to indemnification hereunder indemnify the BBT Shareholders or Parent, as applicable (each, an "“INDEMNIFIED PARTY”), under SECTION 6.2 with respect to Claims made by third parties shall be subject to the following terms and conditions: The Indemnified Party") Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement Party of any action, audit, investigation, suit or proceeding, Damages with respect to which it seeks indemnification promptly after the receipt discovery by such party of any demand or matters giving rise to such Claim for indemnification; PROVIDED, HOWEVER, that the occurrence failure of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article X. (b) SECTION 6.2 unless it shall have been prejudiced by the omission to provide such notice. In the event the claim case any Claim is a third party claim brought against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject entitled to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, participate in the defense of any such claim. The Indemnifying Party shall give notice thereof and, to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof extent that it may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Partywish, to assume the defense thereof, at with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under SECTION 6.2 for any time prior legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; PROVIDED, HOWEVER, that (i) if the Indemnifying Party shall elect not to settlementassume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, compromise or final determinationthen separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by liable for any determination made in such action, audit, investigation, suit, proceeding reasonable legal or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected other expenses incurred by the Indemnified Party without the prior written consent of the in connection with such defense (but not more than one counsel). The Indemnifying Party (shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party 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 which indemnification may be sought hereunder (whether or not the Indemnified Party is 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. The obligations and liabilities of the Company and Regent hereunder with respect to their respective indemnities pursuant to this Article IX resulting from any claim or other assertion of liabilities by third parties (hereinafter called collectively "Claims"), shall be subject to the following terms and conditions: (a) Any the party claiming a right to seeking indemnification hereunder (an the "Indemnified Party") shall must give prompt written notice to the other party or parties, as the case may be (the "Indemnifying Party") of the commencement ), notice of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which such Claim within ten (10) business days after the Indemnified Party bases its claim for indemnification from receives notice thereof (provided that failure to give notice within such ten (10) day period does not relieve the Indemnifying Party under this Article X.of his obligations to indemnify the Indemnified Party hereunder, except to the extent that such Indemnifying Party is harmed by the failure of the Indemnified Party to provide timely notice); (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateundertake, at by counsel or other representatives of its own expense and through counsel selected by itchoosing, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, Claim; (ic) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) if the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have no liability with respect the right to any undertake the defense, compromise or settlement thereof effected without of such Claim, by counsel or other representatives of its consent. If own choosing, on behalf of and for the account and risk of the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof); and (d) anything in this Section 9.3 to the contrary notwithstanding, (A) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, (B) the Indemnifying Party shall be bound by not, without the Indemnified Party's control written consent, settle or compromise any Claim or consent to entry of any judgement which does not include as an unconditional term thereof the defense thereof and giving by any determination made in such action, audit, investigation, suit, proceeding the claimant or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the plaintiff to the Indemnified Party without of a release from all liability in respect of such Claim, and (C) the prior written consent Indemnified Party, by counsel or other representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party (which and its counsel or other representatives concerning such Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel shall not be unreasonably withheld)cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of the Shareholders and MTLM hereunder with respect to their respective indemnities pursuant to this Article VIII resulting from any claim or other assertion of liabilities by third parties (hereinafter called collectively "Claims"), shall be subject to the following terms and conditions: (a) Any the party claiming a right to seeking indemnification hereunder (an the "Indemnified Party") shall must give prompt written notice to the other party or parties, as the case may be (the "Indemnifying Party") of the commencement ), notice of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which such Claim 10 business days after the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.receives notice thereof; (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateundertake, at by counsel or other representatives of its own expense and through counsel selected by itchoosing, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such actionClaim; provided, audithowever, investigationif a Claim is made against MTLM, suit, proceeding or demand, then MTLM shall have the right to control the defense of the Claim; (ic) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) if the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have no liability with respect the right to any undertake the defense, compromise or settlement thereof effected without of such Claim, by counsel or other representatives of its consent. If own choosing, on behalf of and for the account and risk of the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof); (d) anything in this Section 8.3 to the contrary notwithstanding, (A) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, (B) the Indemnifying Party shall be bound by not, without the Indemnified Party's control written consent, settle or compromise any Claim or consent to entry of any judgement which does not include as an unconditional term thereof the defense thereof and giving by any determination made in such action, audit, investigation, suit, proceeding the claimant or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the plaintiff to the Indemnified Party without of a release from all liability in respect of such Claim, and (C) the prior written consent Indemnified Party, by counsel or other representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party (which and its counsel or other representatives concerning such Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel shall not be unreasonably withheld)cooperate with respect to such Claim.

Conditions of Indemnification. The obligations of the Seller and the Purchaser, as the case may be, under Articles 8.1, 8.2 and 8.8 (herein referred to as the "INDEMNIFYING PARTY"), with respect to claims shall be subject to the following terms and conditions: (a) Any party claiming a right The person to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to the other party whom such claim relates (the "Indemnifying PartyINDEMNIFIED PARTY") will give the Indemnifying Party prompt notice of such claim in any event within thirty (30) days (i) from receipt by the Indemnified Party of written notice of the commencement of any action or proceeding (except for actions, claims or proceedings which require an action, audit, investigation, suit claim to be taken within thirty (30) days or proceeding, less for which such delay shall be reduced to five (5) Business Days) or (ii) the receipt knowledge by the Company of any demand the facts or events giving rise to the occurrence of any item or incident in connection with which claim. Failure to give timely notice shall not affect the Indemnified Party bases its claim for indemnification from obligations hereunder except to the extent the Indemnifying Party under this Article X. (b) In is prejudiced. The Indemnified Party shall have the event right to control the claim is a third party claim against an Indemnified Partydefense, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlementsettlement of the proceeding, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) shall consult with the Indemnifying Party diligently prosecutes the defense; in a timely manner on all important strategic matters relating to any such proceeding and (iiiii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected by it, in the defense of not settle any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which it being understood that, (i) with respect to any settlement without such prior written consent, the Indemnified Party shall not be entitled to indemnification therefor and (ii) that such consent will not be unreasonably withheldwithheld or delayed). (b) Upon the final determination of the liability under this Article 8, the Indemnifying Party shall pay to the Indemnified Party within thirty (30) days after such determination, the amount of any claim for indemnification made hereunder. Upon the payment in full of any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party, if any, against any Person with respect to the subject matter of such claim. (c) Notice by the Purchaser of any claim of indemnity by the Seller must be given in writing to the Seller not later than March 11, 2005 (except for (i) claims relating to Taxes, for which such notice must be given not later than one (1) month following the date of expiration of the applicable statute of limitation, and (ii) claims under Articles 5.9, 8.8, 9 or 10 solely to the extent the applicable period under such Article(s) extends beyond March 11, 2005) (the "NOTICE DEADLINE"). The notice will set forth all relevant facts and will indicate which section or sections of this Agreement are alleged to have been violated. Any notice given by Purchaser later than the applicable date referred to in this paragraph (c) will be of no effect and, in particular, will not give rise to any recovery under this Article 8. If notice sufficient (with reasonable specificity) to make a claim is received by the Seller prior to the Notice Deadline, the claim which is the subject of such notice shall not thereafter be barred by the expiration of the Notice Deadline.

Conditions of Indemnification. (ai) Any In the event that any person or entity not a party claiming to this Agreement (including a right Government Authority) shall levy an assessment or commence or file, or threaten to commence or file, any lawsuit or proceeding, which pending or threatened lawsuit or proceeding or assessment may result in any Damages subject to indemnification hereunder under this Agreement (an collectively, the "Indemnified PartyProceedings") shall ), then the indemnified party will give prompt written notice of such Proceeding to the other indemnifying party, and the indemnifying party (shall have the "Indemnifying Party") right to undertake the defense thereof by representatives chosen by it; provided, however, that the failure to give -------- ------- such prompt written notice shall not rescind or revoke the indemnifying party's obligation to indemnify but shall only reduce the amount of the commencement of any action, audit, investigation, suit or proceeding, indemnification to the receipt of any demand or extent that the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.indemnifying party is damaged by such delay. (bii) In If the event the claim is a third indemnifying party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume undertakes the defense of any such actionProceeding, audit(A) the indemnifying party will not be liable to the indemnified party for legal or other expenses incurred by the indemnified party in connection with such defense (other than as provided in the following clause (B)), investigation(B) the indemnified party shall, suitto the best of its ability, proceeding or demandassist the indemnifying party, including its compromise or settlementat the expense of the indemnifying party, in the defense of such Proceeding, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject promptly send to the provisions indemnifying party, at the expense of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory indemnifying party, copies of any documents received by the indemnified party which relate to the Indemnified Party; such Proceedings and provided further that (iC) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party indemnified party shall have the right to participateparticipate in the defense of such Proceeding, at its own expense cost and through counsel selected by itexpense; (iii) If the indemnifying party, in the defense within a reasonable time after notice of any such claim. The Indemnifying Party Proceeding, fails to elect to defend the indemnified party against which such Proceeding has been asserted, the indemnified party shall give (upon further notice to the Indemnified Party as indemnifying party) have the right to its intention to assume undertake the defense of any such actiondefense, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by of such Proceeding on behalf of and for the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) account and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption risk of the defense of the actionindemnifying party, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, indemnifying party to assume the defense thereof, of such Proceeding at any time prior to settlement, compromise or final determinationdetermination thereof; and (iv) Anything in this Section 11 to the contrary notwithstanding, whether or not the indemnifying party shall have assumed the defense thereof, the Indemnifying Party indemnified party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such actionnot, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party indemnifying party (which consent shall not be unreasonably withheldwithheld or delayed), settle or compromise any Proceeding or consent to the entry of any judgment.

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") Any against which a party claiming a right to indemnification hereunder hereto is indemnified (an the "Indemnified Party") shall give prompt written notice to the by any other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit under Section 4.1 or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which 4.2 hereof: 4.3.1 Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, 4.3.2 The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnified Party to give the notice with respect thereto in accordance with Section 4.3.1 hereof unless the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for establish that it has been materially prejudiced thereby. 4.3.3 If the outcome thereofClaim involves a Third Party Claim, subject to the provisions of Section 10.04; provided that then the Indemnifying Party's Party shall, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party's reasonable judgment a conflict of interest may exist with respect to the Third Party Claim, then the Indemnified Party is kept fully informed shall be entitled to select counsel of all developments and is furnished copies of all relevant papers; (ii) its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying Party diligently prosecutes shall be obligated to pay the defense; fees and expenses of such 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 (iii) in the case of reasons other than the Indemnifying Party's failure or refusal to provide a defense to such Third Party Claim), and through counsel of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (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 Section 4.1 or 4.2 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Partycosts, expenses and attorney's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected fees incurred by the Indemnified Party without in connection with such Third Party Claim. In any event, Seller and the prior written consent of the Indemnifying Party (which Buyer Indemnitees shall not be unreasonably withheld)fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution.

Conditions of Indemnification. (a) Any Except as provided in Section 9.8, if any Newco Indemnified Person shall seek indemnification pursuant to Section 9.2 or Section 9.5, or if any Parent Indemnified Person, shall seek indemnification pursuant to Section 9.3 or Section 9.6, the party claiming a right to seeking indemnification hereunder (an "the “Indemnified Party"”) shall give prompt written notice to the other party from whom such indemnification is sought (the "“Indemnifying Party"”) promptly (and in any event within 60 days) after the Indemnified Party (or, if the Indemnified Party is a corporation, any officer or director of the Indemnified Party) becomes aware that a claim for indemnification (an “Indemnified Claim”) may be made, specifying in reasonable detail the factual basis of the Indemnified Claim, stating the amount of the Damages, if known, the method of computation thereof, containing a reference to the provision of this Contribution Agreement in respect of which such Indemnified Claim arises and demanding indemnification therefor. The failure of an Indemnified Party to provide notice in accordance with this Section 9.7, or any delay in providing such notice, shall not constitute a waiver of that party’s claims to indemnification pursuant to this Section 9, except to the extent that (i) any such failure or delay in giving notice causes the amounts paid or to be paid by the Indemnifying Party to be greater than they otherwise would have been (in which case, only the excess amount of such claim resulting from such delay shall be waived) or otherwise results in 1. If the Indemnified Claim arises from the assertion of any claim, or the commencement of any actionProceeding brought by a Person that is not a party hereto (a “Third Party Claim”), audit, investigation, suit or proceeding, any such notice to the receipt Indemnifying Party shall be accompanied by a copy of any demand Documents theretofore served on or delivered to the occurrence of any item or incident Indemnified Party in connection with which the Indemnified such Third Party bases its claim for indemnification from the Indemnifying Claim (a “Third Party under this Article X.Claim Notice”). (b) The Indemnifying Party shall have 20 days from delivery of the Third Party Claim Notice to notify the Indemnified Party whether or not the Indemnifying Party elects to defend the Indemnified Party against such Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party that it elects to defend the Indemnified Party against such Third Party Claim and acknowledges its obligations to indemnify the Indemnified Party in full hereunder in connection with such Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall control such defense at the Indemnifying Party’s expense unless (i) the claim is a third party claim against seeks only an injunction or other equitable relief, (ii) the Indemnified PartyParty shall have been advised by counsel that there are one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party and, upon notice from in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party may could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party, (iii) such Proceeding could have a material effect on any material matter beyond the scope of the indemnification obligation of the Indemnifying Party or (iv) the Indemnifying Party shall not have assumed the defense of the third party claim within the foregoing 20 day period. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of any such actionThird Party Claim, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall not be fully responsible for the outcome thereof, subject liable to the provisions Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless the Indemnifying Party fails to diligently pursue the defense of Section 10.04such Third Party Claim; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateemploy counsel to represent it. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, then the Indemnified Party may (but is not obligated to) defend such Third Party Claim by appropriate Proceedings and may (but is not obligated to) control such defense, at its own the expense of the Indemnifying Party. (c) The parties shall render to each other such assistance as may reasonably be requested in order to insure the proper and through counsel selected by it, in the adequate defense of any such claimThird Party Claim, including making employees available (with reasonable prior notice) during normal business hours to provide additional information and explanation of any relevant materials or to testify at any Proceedings relating to such Third Party Claim and giving the other party reasonable access to any books, records and other documents and information relating to the defense of such Third Party Claim. The Indemnifying Party shall give notice to reimburse the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected out-of-pocket costs and expenses reasonably incurred by the Indemnified Party without the Indemnifying Party's prior written consent in providing such assistance. (which shall not unreasonably be withheldd) and (ii) the The Indemnifying Party shall have no liability will not consent to the entry of any Order or enter into any settlement with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying a Third Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party Claim without the prior written consent of the Indemnified Party, unless the Order (x) involves only the payment of money damages and (y) includes as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all Liability in respect of the Third Party Claim. (e) Any obligation by an Indemnifying Party (which to indemnify an Indemnified Party shall not be unreasonably withheld)satisfied in cash. Parent and HNS hereby waive any right to seek indemnification or contribution from any Transferred Subsidiary for Damages as a result of any breach by HNS or any Transferred Subsidiary of any representation, warranty or any covenant or other agreement to be performed prior to Closing contained in this Contribution Agreement or any other Transaction Document.

Conditions of Indemnification. (a) Any party claiming a right With respect to indemnification hereunder (an "Indemnified Party") shall give prompt any actual or potential claim, any written notice to the other party (the "Indemnifying Party") of demand, the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item other event that involves any matter or incident in connection with related series of matters (a “Claim”) against which a party hereto is indemnified (the “Indemnified Party”) by another party (the “Indemnifying Party”) under Section 9.1 or 9.2 hereof: (a) Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from The Indemnifying Party shall have no obligation to indemnify the Indemnified PartyParty with respect to any Claim if (i) the Indemnified Party fails to give the notice with respect thereto in accordance with subsection (a) of this Section 9.4, or (ii) the Indemnifying notice with respect thereto is not given on or before the second anniversary of the date of Closing. (c) If the Claim involves a Third Party may assume the defense of any such actionClaim, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and then the Indemnifying Party shall pay all reasonable costs have the right, at its sole cost, expense and expenses thereof ultimate liability regardless of the outcome, and shall be fully responsible for the outcome thereof, subject to the provisions through counsel of Section 10.04; provided that the Indemnifying Party's its own choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party’s reasonable judgment a conflict of interest may exist between the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes with respect to such Third Party Claim, then the defense; Indemnified Party shall be entitled to select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying Party shall be obligated to pay the fees and expense of such 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (iii) 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 Section 9.1 or 9.2 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption own choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the and he Indemnifying Party shall be bound by obligated to pay the Indemnified Party's control of the defense thereof costs, expenses and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected attorneys’ fees incurred by the Indemnified Party without the prior written consent of the Indemnifying in connection with such Third Party (which Claim. In any event, Purchaser and Seller shall not be unreasonably withheld)fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution.

Conditions of Indemnification. The obligations and liabilities of the Owners and Group 1 hereunder with respect to their respective indemnities pursuant to this Article IX resulting from any claim or other assertion of liabilities by third parties (hereinafter called collectively "Claims"), shall be subject to the following terms and conditions: (a) Any the party claiming a right to seeking indemnification hereunder (an the "Indemnified Party") shall must give prompt written notice to the other party or parties, as the case may be (the "Indemnifying Party") of the commencement ), notice of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which such Claim 10 business days after the Indemnified Party bases its claim for indemnification from receives notice thereof (provided that failure to give notice within such 10 day period does not relieve the Indemnifying Party under this Article X.of his obligations to indemnify the Indemnified Party hereunder, except to the extent that such Indemnifying Party is harmed by the failure of the Indemnified Party to provide timely notice); (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateundertake, at by counsel or other representatives of its own expense and through counsel selected by itchoosing, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such actionClaim; provided, audithowever, investigationif a Claim is made against Group 1, suit, proceeding or demand, then Group 1 shall have the right to control the defense of the Claim; (ic) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) if the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have no liability with respect the right to any undertake the defense, compromise or settlement thereof effected without of such Claim, by counsel or other representatives of its consent. If own choosing, on behalf of and for the account and risk of the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof); (d) anything in this Section 9.3 to the contrary notwithstanding, (A) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, (B) the Indemnifying Party shall be bound by not, without the Indemnified Party's control written consent, settle or compromise any Claim or consent to entry of any judgement which does not include as an unconditional term thereof the defense thereof and giving by any determination made in such action, audit, investigation, suit, proceeding the claimant or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the plaintiff to the Indemnified Party without of a release from all liability in respect of such Claim, and (C) the prior written consent Indemnified Party, by counsel or other representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party (which and its counsel or other representatives concerning such Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel shall not be unreasonably withheld)cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of PLD under Section 9.3 or News America under Section 9.4, respectively, with respect to Indemnifiable Claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Any party claiming a right to indemnification hereunder The member of the News America Group or the PLD Group, as the case may be, asserting the existence of an Indemnifiable Claim (an the "Indemnified Party") shall will give prompt written notice of any such Indemnifiable Claim to the other party from whom Indemnification is sought (the "Indemnifying Party") ), and the Indemnifying Party shall undertake the defense thereof by representation of the commencement of any actiontheir choosing, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection and will consult with which the Indemnified Party bases its claim for indemnification from concerning such defense during the Indemnifying Party under this Article X.course thereof. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, that the Indemnifying Party may assume the defense within a reasonable time after notice of any Indemnifiable Claim, fails to defend, the Indemnified Party against which such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject Indemnifiable Claim has been asserted will (upon further notice to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory ) have the right to undertake the defense, compromise or settlement of such Indemnifiable Claim on behalf of and for the account and risk of the Indemnifying Party. (c) Anything in this Section 9.5 to the Indemnified Party; and provided further that contrary notwithstanding, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party is kept fully informed other than as a result of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) money damages or other money payments, the Indemnified Party shall have the right to participatedefend, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) settle such Indemnifiable Claim, and (ii) the Indemnifying Party shall have no liability with not, without the Indemnified Party written consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect to any compromise or settlement thereof effected without its consent. If thereof, unless (A) the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice delivers to the Indemnified Party of in advance its assumption of written agreement satisfactory to the defense of Indemnified Party which provides that amounts paid and incurred or to be incurred by the action, audit, investigation, suit, proceeding or demand Indemnified Party in question, then connection with such Indemnifiable Claim shall be repaid promptly by the Indemnifying Party to the Indemnified Party (subject to the right limitations of the Indemnifying Partythis Article VIII), upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to and (B) such settlement, compromise or final determination, consent includes as an unconditional term thereof the Indemnifying Party shall be bound giving by the Indemnified Party's control of claimant or the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by plaintiff to the Indemnified Party without and/or such member, as the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld)case may be, a release from all liability in respect to such Indemnifiable Claim.

Conditions of Indemnification. (a) Any party claiming a right With respect to indemnification hereunder (an "Indemnified Party") shall give prompt any actual or potential claim, any written notice to the other party (the "Indemnifying Party") of demand, the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item other event which involves any Shareholder Indemnifiable Claim or incident in connection with which Purchaser Indemnifiable Claim: (a) Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such actionthe Indemnified Party to give the notice with respect thereto in accordance with Section 7.5(a) hereof unless the Indemnifying Party has been materially prejudiced thereby. (c) If the Claim involves a Third Party Claim, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and then the Indemnifying Party shall pay all reasonable costs have the right, at its sole cost, expense and expenses thereof ultimate liability regardless of the outcome, and shall be fully responsible for the outcome thereof, subject to the provisions through counsel of Section 10.04; provided that the Indemnifying Party's its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes with respect to such Third Party Claim, then the defense; Indemnified Party shall be entitled to select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, 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 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (iii) 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 Section 7.2 or 7.3 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Partycosts, expenses and attorney's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected fees incurred by the Indemnified Party without in connection with such Third Party Claim. In any event, the prior written consent of Purchaser Indemnitees, the Indemnifying Party (which Company and the Shareholders shall not be unreasonably withheld)fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other attempted resolution.

Conditions of Indemnification. The obligations and liabilities of the Member and PHCI hereunder with respect to their respective indemnities pursuant to this Article VIII resulting from any claim or other assertion of liabilities by third parties (hereinafter called collectively "Claims"), shall be subject to the following terms and conditions: (a) Any the party claiming a right to seeking indemnification hereunder (an the "Indemnified Party") shall must give prompt written notice to the other party or parties, as the case may be (the "Indemnifying Party") of the commencement ), notice of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which such Claim 10 business days after the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X.receives notice thereof; (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateundertake, at by counsel or other representatives of its own expense and through counsel selected by itchoosing, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such actionClaim; provided, audithowever, investigationif a Claim is made against PHCI, suit, proceeding or demand, then PHCI shall have the right to control the defense of the Claim; (ic) no compromise or settlement thereof may be effected by the Indemnified Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) if the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have no liability with respect the right to any undertake the defense, compromise or settlement thereof effected without of such Claim, by counsel or other representatives of its consent. If own choosing, on behalf of and for the account and risk of the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof); (d) anything in this Section 8.3 to the contrary notwithstanding, (A) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, (B) the Indemnifying Party shall be bound by not, without the Indemnified Party's control written consent, settle or compromise any Claim or consent to entry of any judgement which does not include as an unconditional term thereof the defense thereof and giving by any determination made in such action, audit, investigation, suit, proceeding the claimant or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the plaintiff to the Indemnified Party without of a release from all liability in respect of such Claim, and (C) the prior written consent Indemnified Party, by counsel or other representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party (which and its counsel or other representatives concerning such Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel shall not be unreasonably withheld)cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of the AT&T Group, on the one hand, and the Cirrus Group, on the other hand, under Section 11.01 hereof with respect to Claims will be subject to the following terms and conditions: (a) Any party claiming a right to The person seeking indemnification hereunder (an the "Indemnified Party") shall will give prompt written notice to the other party person providing indemnification (the "Indemnifying Party") prompt notice of any such Claim, which notice will set forth the details of the commencement Claim and the specific provisions of any actionthis Agreement relating thereto, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from and the Indemnifying Party under will undertake the defense thereof by representatives chosen by it. The notice will set forth the details of the Claim and the specific provisions of this Article X.Agreement relating thereto. (b) In The Indemnified Party will make available to the event Indemnifying Party all records or other materials reasonably requested by it for its use in contesting any Claim and will cooperate fully with the claim is a third party claim against an Indemnified Indemnifying Party in the defense of all such Claims. (c) If the Indemnifying Party, upon within a reasonable time after notice from of any such Claim, fails to defend the Indemnified Party, the Indemnifying Indemnified Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject (upon further notice to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall will have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by of such Claim on behalf of and for the Indemnified Party without account and risk of the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof. (d) Anything in this Section 11.02 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party will have the right to defend, compromise or settle such Claim; provided, however, that no settlement which would require indemnification by the Indemnifying Party shall will be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party entered into without the prior written consent of the Indemnifying Party (Party, which shall consent will not be unreasonably withheld)unreasonable withheld or delayed, and (ii) the Indemnifying Party, will not 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 of a release from all liability in respect of such Claim. (e) The AT&T Group will have no obligation to indemnify for liabilities or damages under Section 11.01(a)(i) hereof and the Cirrus Group will have no obligation to indemnify for liabilities or damages under Section 11.01(b)(i) hereof unless and until the aggregate of their respective liabilities or damages exceeds $[*], and in no event will the amount payable pursuant to the AT&T Group's obligation to indemnify for liabilities or damages under Section 11.01(a)(i) hereof or the amount payable pursuant to the Cirrus Group's obligation to indemnify for liabilities or damages under Section 11.02(b)(i) exceed $[*]. (f) No loss, damage or expense will be deemed to have been sustained by an Indemnified Party under this Article XI to the extent of (i) any tax savings realized by such Indemnified Party with respect thereto or (ii) any proceeds received by such Indemnified Party from any insurance policies with respect thereto; provided, however, that the parties hereto acknowledge and agree that no party will be required pursuant to this Article XI to mitigate liabilities or damages by seeking tax savings or insurance proceeds.

Conditions of Indemnification. The obligations of the Company and Hearst, Ameritech, KidSoft, Inc., ▇▇▇▇▇ and ▇▇▇▇▇ as indemnifying parties (aeach, an "Indemnifying Party") Any party claiming a right to indemnification hereunder indemnify the KidSoft Indemnified Parties and the Company Indemnified Parties, respectively (each, an "Indemnified Party"), under Section 11.2 with respect to Claims made by third parties shall be subject to the following terms and conditions: (a) The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon prompt notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlementClaim, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected undertake the defense thereof by representatives chosen by it; (b) If the Indemnifying Party, in the defense within a reasonable time after notice of any such claim. The Indemnifying Claim, fails to defend any Indemnified Party against which such Claim has been asserted, such Indemnified Party shall give (upon further notice to the Indemnified Party as Indemnifying Party) have the right to its intention to assume undertake the defense of any such actiondefense, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by of such Claim on behalf of and for the Indemnified Party without account and risk of the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof; and (c) Anything in this Section 11.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect an Indemnified Party other than as a result of money damages or other money payments, such Indemnified Party shall have the right, at its own cost and expense, to defend, compromise or settle such Claim; provided, however, that if such Claim is settled without the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld)) such Indemnified Party shall be deemed to have waived all rights hereunder against such Indemnifying Party for money damages arising out of such Claim, and (ii) such Indemnifying Party shall not, without the written consent of such Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party a release from all liability in respect to such Claim.

Conditions of Indemnification. (a) Any party claiming a right With respect to indemnification hereunder (an "Indemnified Party") shall give prompt any actual or potential claim, any written notice to the other party (the "Indemnifying Party") of demand, the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item other event which involves any Shareholder Indemnifiable Claim or incident in connection with which Purchaser Indemnifiable Claim: (a) Promptly after the Indemnified Party bases its claim for indemnification from 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 give notice to the Indemnifying Party under this Article X.of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any written documents. (b) In the event the claim is a third party claim against an Indemnified Party, upon notice from the Indemnified Party, The obligation of the Indemnifying Party may assume to indemnify the defense Indemnified Party with respect to any Claim shall not be affected by the failure of any such actionthe Indemnified Party to give the notice with respect thereto in accordance with Section 7.5(a) hereof unless the Indemnifying Party has been materially prejudiced thereby. (c) If the Claim involves a Third Party Claim, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and then the Indemnifying Party shall pay all reasonable costs have the right, at its sole cost, expense and expenses thereof ultimate liability regardless of the outcome, and shall be fully responsible for the outcome thereof, subject to the provisions through counsel of Section 10.04; provided that the Indemnifying Party's its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; and provided further provided, however, that (i) if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes with respect to such Third Party Claim, then the defense; Indemnified Party shall be entitled to select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, 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 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 choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (iii) 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 Section 7.2 or 7.3 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to participateundertake the defense, at its own expense and through counsel selected by it, in the defense of any such claim. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by the Indemnified of such Third Party without the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does notClaim, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party through counsel of its assumption choice, on behalf of and for the defense of account and at the action, audit, investigation, suit, proceeding or demand in question, then subject to the right risk of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, and the Indemnifying Party shall be bound by obligated to pay the Indemnified Partycosts, expenses and attorney's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld).fees

Conditions of Indemnification. The obligations of the Company and Hearst, Ameritech, KidSoft, Inc., Barry and Gross as indemnifying parties (aeach, an "Indem▇▇▇▇▇ng Party") Any party claiming a right to indemnification hereunder indemnify the KidSoft Indemnified Parties and the Company Indemnified Parties, respectively (each, an "Indemnified Party"), under Section 11.2 with respect to Claims made by third parties shall be subject to the following terms and conditions: (a) The Indemnified Party shall give prompt written notice to the other party (the "Indemnifying Party") of the commencement of any action, audit, investigation, suit or proceeding, the receipt of any demand or the occurrence of any item or incident in connection with which the Indemnified Party bases its claim for indemnification from the Indemnifying Party under this Article X. (b) In the event the claim is a third party claim against an Indemnified Party, upon prompt notice from the Indemnified Party, the Indemnifying Party may assume the defense of any such action, audit, investigation, suit, proceeding or demand, including its compromise or settlementClaim, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, subject to the provisions of Section 10.04; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participate, at its own expense and through counsel selected undertake the defense thereof by representatives chosen by it; (b) If the Indemnifying Party, in the defense within a reasonable time after notice of any such claim. The Indemnifying Claim, fails to defend any Indemnified Party against which such Claim has been asserted, such Indemnified Party shall give (upon further notice to the Indemnified Party as Indemnifying Party) have the right to its intention to assume undertake the defense of any such actiondefense, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected by of such Claim on behalf of and for the Indemnified Party without account and risk of the Indemnifying Party's prior written consent (which shall not unreasonably be withheld) and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, Party to assume the defense thereof, of such Claim at any time prior to settlement, compromise or final determinationdetermination thereof; and (c) Anything in this Section 11.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect an Indemnified Party other than as a result of money damages or other money payments, such Indemnified Party shall have the right, at its own cost and expense, to defend, compromise or settle such Claim; provided, however, that if such Claim is settled without the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld)) such Indemnified Party shall be deemed to have waived all rights hereunder against such Indemnifying Party for money damages arising out of such Claim, and (ii) such Indemnifying Party shall not, without the written consent of such Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party a release from all liability in respect to such Claim.

Conditions of Indemnification. (a) Any If any Purchaser Indemnified Person shall seek indemnification pursuant to Section 9.2, or if any Seller Indemnified Person shall seek indemnification pursuant to Section 9.3, the party claiming a right to seeking indemnification hereunder (an the "Indemnified Party") shall give prompt written notice to the other party from whom such indemnification is sought (the "Indemnifying Party") promptly (and in any event within sixty (60) days) after the Indemnified Party (or, if the Indemnified Party is a corporation, any officer or director of the Indemnified Party) becomes aware that a claim for indemnification (an "Indemnified Claim") may be made, specifying in reasonable detail the factual basis of the Indemnified Claim, stating the amount of the Damages, if known, the method of computation thereof, containing a reference to the provision of this Purchaser Agreement in respect of which such Indemnified Claim arises and demanding indemnification therefor. The failure of an Indemnified Party to provide notice in accordance with this Section 9.5, or any delay in providing such notice, shall not constitute a waiver of that party's claims to indemnification pursuant to this Section 9, except to the extent that (i) any such failure or delay in giving notice causes the amounts paid or to be paid by the Indemnifying Party to be greater than they otherwise would have been (in which case, only the excess amount of such claim resulting from such delay shall be waived) or otherwise results in prejudice to the Indemnifying Party or (ii) if such notice is not delivered to the Indemnifying Party prior to the expiration of the applicable survival period, if any, set forth in Section 9.1. If the Indemnified Claim arises from the assertion of any claim, or the commencement of any actionProceeding brought by a Person that is not a party hereto (a "Third Party Claim"), audit, investigation, suit or proceeding, any such notice to the receipt Indemnifying Party shall be accompanied by a copy of any demand documents theretofore served on or delivered to the occurrence of any item or incident Indemnified Party in connection with which the Indemnified such Third Party bases its claim for indemnification from the Indemnifying Claim (a "Third Party under this Article X.Claim Notice"). (b) The Indemnifying Party shall have twenty (20) days from delivery of the Third Party Claim Notice to notify the Indemnified Party whether or not the Indemnifying Party elects to defend the Indemnified Party against such Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party that it elects to defend the Indemnified Party against such Third Party Claim and acknowledges its obligations to indemnify the Indemnified Party in full hereunder in connection with such Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall control such defense at the Indemnifying Party's expense unless (i) the claim is a third party claim against seeks only an injunction or other equitable relief, (ii) the Indemnified PartyParty shall have been advised by counsel that there are one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party and, upon notice from in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party may could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party, (iii) such Proceeding could have a material effect on any material matter beyond the scope of the indemnification obligation of the Indemnifying Party or (iv) the Indemnifying Party shall not have assumed the defense of the third party claim within the foregoing twenty (20) day period. After notice to the Indemnified Party of the Indemnifying Party's election to assume the defense of any such actionThird Party Claim, audit, investigation, suit, proceeding or demand, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall not be fully responsible for the outcome thereof, subject liable to the provisions Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless the Indemnifying Party fails to diligently pursue the defense of Section 10.04such Third Party Claim; provided that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party; and provided further that (i) the Indemnified Party is kept fully informed of all developments and is furnished copies of all relevant papers; (ii) the Indemnifying Party diligently prosecutes the defense; and (iii) the Indemnified Party shall have the right to participateemploy counsel to represent it. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, then the Indemnified Party may (but is not obligated to) defend such Third Party Claim by appropriate Proceedings and may (but is not obligated to) control such defense, at its own the expense of the Indemnifying Party. (c) The parties shall render to each other such assistance as may reasonably be requested in order to insure the proper and through counsel selected by it, in the adequate defense of any such claimThird Party Claim, including making employees available (with reasonable prior notice) during normal business hours to provide additional information and explanation of any relevant materials or to testify at any Proceedings relating to such Third Party Claim and giving the other party reasonable access to any books, records and other documents and information relating to the defense of such Third Party Claim. The Indemnifying Party shall give notice to reimburse the Indemnified Party as to its intention to assume the defense of any such action, audit, investigation, suit, proceeding or demand within twenty (20) days after the date of the Indemnified Party's notice thereof. If the Indemnifying Party assumes the defense of such action, audit, investigation, suit, proceeding or demand, (i) no compromise or settlement thereof may be effected out-of-pocket costs and expenses reasonably incurred by the Indemnified Party without the Indemnifying Party's prior written consent in providing such assistance. (which shall not unreasonably be withheldd) and (ii) the The Indemnifying Party shall have no liability will not consent to the entry of any Order or enter into any settlement with respect to any compromise or settlement thereof effected without its consent. If the Indemnifying a Third Party does not, within twenty (20) days after the receipt of written notice from the Indemnified Party, give notice to the Indemnified Party of its assumption of the defense of the action, audit, investigation, suit, proceeding or demand in question, then subject to the right of the Indemnifying Party, upon written notice to Indemnified Party, to assume the defense thereof, at any time prior to settlement, compromise or final determination, the Indemnifying Party shall be bound by the Indemnified Party's control of the defense thereof and by any determination made in such action, audit, investigation, suit, proceeding or demand by a court or decision maker of competent jurisdiction, but no compromise or settlement may be effected by the Indemnified Party Claim without the prior written consent of the Indemnified Party, unless the Order (x) involves only the payment of money damages and (y) includes as a term thereof the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all Liability in respect of the Third Party Claim. (e) Any obligation by an Indemnifying Party (which to indemnify an Indemnified Party shall not be unreasonably withheld)satisfied in cash. The DTV Group hereby waives any right to seek indemnification or contribution from the Company for Damages as a result of any breach by the Company of any representation, warranty or any covenant or other agreement to be performed prior to Closing contained in this Purchase Agreement or any other Transaction Document.