Common use of Indemnification Process Clause in Contracts

Indemnification Process. Whenever any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunder, the Buyer Indemnified Party will promptly notify Seller of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim).

Indemnification Process. Whenever Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any claim arises for indemnification under this Agreement Claim or an event which may result the service of a summons or other initial legal process upon it in a claim for such indemnification has occurred any action instituted against it for which the Buyer Indemnified Parties are it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder, provided, however, that the Buyer Indemnified Party will promptly notify Seller failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party if prejudiced by such failure. Each indemnifying party shall be entitled as its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the claim andClaim or action from the indemnified party to assume such defense, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of which event such defense shall be borne conducted by Sellercounsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the Buyer Indemnified Parties indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any Claim or action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the right positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to participate such indemnified party materially different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense and, in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which caseevent, the expense thereof will reasonable fees and expenses of such counsel shall be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Sellerindemnifying party. If Seller fails the indemnifying party shall elect not to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the third party claim reasonable fees and expenses of any counsel retained by Sellerit, and any expenses incurred shall be bound by the Buyer Indemnified Parties so acting results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 settled without the prior written consent of the Buyer Indemnified Parties indemnifying party (which consent shall not be unreasonably withheld, conditioned withheld or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claimdelayed).

Indemnification Process. Whenever In connection with any claim arises for indemnification under this Agreement Article 20.1 and Article 20.2 the Parties agree as follows: 20.3.1 The Party seeking indemnification shall promptly advise the other Party in writing of the filing of any suit or an event which may result in a of any written or oral claim for which it seeks indemnification upon receipt thereof and shall provide the other Party, at its written request, with copies of all documentation relevant to such suit or claim. Failure to so notify the indemnifying Party shall not relieve the indemnifying Party of its obligations under this Contract except to the extent it can demonstrate that it was prejudiced by such failure. Within fifteen (15) days following receipt of written notice from the Party seeking indemnification has occurred for relating to any claim, but no later than a reasonable time before the date on which any response to a complaint or summons is due, the Buyer Indemnified Parties are indemnifying Party shall notify the Party seeking indemnification in writing if the indemnifying Party elects to assume control of the defense or settlement of that claim (a “Notice of Election”) when not contrary to the governing rules of procedure. A Notice of Election shall require the indemnifying Party to assume the defense in full and without reservation of rights. 20.3.2 If the indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, so long as it is actively defending such claim, the indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Party seeking indemnification hereundershall be entitled to participate in the defense of such claim and to employ counsel (reasonably acceptable to the indemnifying Party) at its own expense to assist in the handling of such claim provided there is no conflict of interest and that such participation would not adversely affect the conduct of the proceedings; (ii) where the Party seeking indemnification is so represented, the Buyer Indemnified indemnifying Party will promptly notify Seller shall keep counsel of the Party seeking indemnification informed of each step in the handling of any such claim; and (iii) the Party seeking indemnification shall provide, at the indemnifying Party’s request and expense, such assistance and information as is available to the Party seeking indemnification for the defense and settlement of such claim and, when known, and (iv) the facts constituting indemnifying Party shall notify the basis for Party seeking indemnification before entering into any non-monetary settlement of such claim or ceasing to defend against such claim. Seller shall have After the obligation indemnifying Party has delivered a Notice of Election relating to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount claim in regard thereto. Such defense shall be controlled by Seller, and accordance with the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which casepreceding paragraph, the expense thereof will indemnifying Party shall not be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior liable to the assumption of the defense of the third party claim by Seller, and Party seeking indemnification for any legal expenses incurred by the Buyer Indemnified Parties so acting Party seeking indemnification in connection with the defense of that claim. In addition, the indemnifying Party shall not be required to indemnify the Party seeking indemnification for any amount paid or payable by Seller. Seller will not settle or compromise the Party seeking indemnification in the settlement of any third party claim pursuant for which the indemnifying Party has delivered a timely Notice of Election if such amount was agreed to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall indemnifying Party. The indemnifying Party may not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation settle any claim on the part behalf of the Buyer Indemnified Parties and provides, indemnified Party except claims solely for monetary damages paid by the indemnifying Party in customary form, for full. 20.3.3 If the unconditional release indemnifying Party does not deliver a Notice of each Buyer Indemnified Party from all liabilities and obligations in connection with Election relating to any claim within the required notice period or fails actively to defend such claim), the Party seeking indemnification shall have the right to defend and/or settle the claim in such manner as it may deem appropriate, at the cost and expense of the indemnifying Party. Provided that the Party seeking indemnification acts in good faith, it may settle such claim on any terms it considers appropriate under the circumstances without in any way affecting its right to be indemnified hereunder. The indemnifying Party shall promptly reimburse the Party seeking indemnification for all such costs and expenses.

Indemnification Process. Whenever any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Buyer Seller Indemnified Parties are entitled to indemnification hereunder, the Buyer Seller Indemnified Party will promptly notify Seller Buyer of the claim and, when known, the facts constituting the basis for such claim. Seller Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by SellerBuyer, and the cost of such defense shall be borne by SellerBuyer, provided that the Buyer Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by SellerBuyer. The Buyer Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of SellerBuyer. If Seller Buyer fails to take action within thirty (30) days of notice, then the Buyer Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by SellerBuyer. The Buyer Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to SellerBuyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by SellerBuyer, and any expenses incurred by the Buyer Seller Indemnified Parties so acting shall be paid by SellerBuyer. Seller will Buyer shall not settle or compromise any third party claim pursuant to this Section 7.2 7.4 without the prior written consent of the Buyer Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Seller Indemnified Party from all liabilities and obligations in connection with such claim).

Indemnification Process. Whenever any claim arises for (a) Any Buyer Indemnified Person (an “Indemnified Person”) seeking indemnification under this ARTICLE VII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an event which may result arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in a claim for such indemnification has occurred for which Notice of Claim will not affect the Buyer rights of any Indemnified Parties are entitled Persons to obtain indemnification hereunder, except to the Buyer extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this ARTICLE VII with respect to an event of indemnification described in Section 7.2(a)(i) or Section 7.2(b)(i) unless the Indemnified Party will promptly notify Seller Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of the claim and, when known, the facts constituting the basis for Claim with respect to such claim. Seller If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing that is reasonably satisfactory to the Indemnifying Person, at the Indemnifying Person’s cost, and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The Indemnifying Person shall have thirty (30) days after receipt of such notice to give the Indemnified Person written notice that it will defend the Third Party Claim (the “Election Notice”) and the Indemnifying Person shall have no obligation to dispute the Indemnified Person for legal fees incurred by the Indemnified Person after the date the Election Notice is received by the Indemnified Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and defend all such third party claims at its own expense so long as the Election Notice states that the Indemnifying Person will, and thereafter so thereby covenants to, indemnify, defend and pay hold harmless the Indemnified Person from and against the entirety of any adverse final judgment and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or award or settlement amount in regard thereto. Such defense shall be controlled caused by Seller, and the cost of such defense shall be borne by SellerThird Party Claim, provided that that, the Buyer Indemnified Parties Person shall have the right to participate in such defense be represented by its own counsel at their its own expense, unless . If the Buyer Indemnified Parties require their own attorney due Indemnifying Person fails to a conflict of interests, in which case, undertake the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of or settle or pay any such claim at the cost of Seller. If Seller fails to take action Third Party Claim within thirty (30) days after the Indemnified Person has given written notice to the Indemnifying Person of noticethe claim, or if the Indemnifying Person, after delivering an Election Notice, fails within thirty (30) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Buyer Indemnified Parties Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s cost. (ii) The Indemnifying Person and the Indemnified Person shall have make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the right details and progress of all proceedings relating thereto and render to pay, compromise or defend any third party claim, each other such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action assistance as may be reasonably necessary required to avoid a default prior to ensure the assumption proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms that it may deem reasonable, provided that, an Indemnifying Person shall not, without the third party claim by SellerIndemnified Person’s prior written consent, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise such proceeding, claim or demand, or consent to the entry of any third party judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim pursuant to or demand. (iv) To the extent that the provisions of this Section 7.2 without 7.4(b) conflict with the prior written consent provisions of the Buyer Indemnified Parties (which consent Section 6.1(c), Section 6.1(c) shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)control.

Indemnification Process. Whenever Promptly after receipt by any claim arises for indemnification of the indemnified parties under this Agreement of notice of any action, arbitration, claim, demand, dispute, lawsuit or an event other proceeding (each a “Proceeding”), the party seeking indemnification (the “Indemnitee”) shall notify the party from which may result indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim for with respect thereof is to be made under this Agreement. To the extent that the Indemnitor has actual knowledge of the commencement of such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunderProceeding, the Buyer Indemnified Party will promptly failure to notify Seller of the claim and, when known, the facts constituting the basis for Indemnitor shall not relieve such claim. Seller shall Indemnitor from any indemnification liability which it may have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by SellerIndemnitee pursuant to this Section 4, and the cost of omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such defense Indemnitee otherwise than under this Section 4. The Indemnitor shall be borne by Sellerentitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee. In any such Proceeding, provided that the Buyer Indemnified Parties Indemnitee shall have the right to participate in retain its own counsel, but the fees and expenses of such defense counsel shall be at their the Indemnitee’s own expenseexpense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, unless and representation of both parties by the Buyer Indemnified Parties require their own attorney same counsel would be inappropriate due to a conflict actual or potential differing interests between them or the existence of interestsdifferent or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in which case, writing by such Indemnitees and be reasonably acceptable to the expense thereof will be borne by SellerIndemnitor). The Buyer Indemnified Parties Indemnitee will cooperate with the Indemnitor in connection with any such Proceeding and shall cooperate make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in all reasonable respects in connection with the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)Proceeding.

Indemnification Process. Whenever (a) Any Parent Indemnified Person or the Stockholder Indemnified Person seeking indemnification under this Article VII (an “Indemnified Person”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any claim matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises for indemnification as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim will not relieve the Indemnifying Person(s) from any Liability which they may have under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise in any material respect of any material rights or defenses of the Indemnifying Person(s) and the Indemnifying Person(s) was not otherwise aware of such Action). Notwithstanding the foregoing, no claim shall be brought under this Article VII with respect to an event which may result of indemnification described in Section 7.1(a)(i) or Section 7.1(b)(i) unless an Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a claim for such indemnification has occurred for which the Buyer Indemnified Parties are entitled Notice of Claim with respect to indemnification hereunder, the Buyer Indemnified Party will promptly notify Seller of the claim and, when known, the facts constituting the basis for such claim. Seller If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the Indemnifying Person’s cost, and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The Indemnifying Person shall have twenty (20) days following receipt of such notice to advise the obligation to dispute and defend all Indemnified Person whether the Indemnifying Person accepts the defense of such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Sellerclaim, and the cost Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such defense Third Party Claim, it shall be borne by Sellerdefend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that that, the Buyer Indemnified Parties Person shall have the right to participate in such defense be represented by its own counsel at their its own expense, unless . If the Buyer Indemnified Parties require their own attorney due Indemnifying Person fails to a conflict of interests, in which case, undertake the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of or settle or pay any such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the Indemnifying Person of the claim, or if the Indemnifying Person, after having given such notification to the Indemnified Person, fails within twenty (20) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by SellerIndemnifying Person’s cost. The Buyer Indemnifying Person and the Indemnified Parties Person shall also have make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other fully apprised as to the right details and upon delivery progress of ten (10) days advance written notice all proceedings relating thereto and render to each other such effect to Seller, exercisable in good faith, to take such action assistance as may be reasonably necessary required to avoid a default prior to ensure the assumption proper and adequate defense of any and all Third Party Claims. (ii) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, an Indemnifying Person shall not without the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not Person’s prior written consent settle or compromise such proceeding, claim or demand, or consent to the entry of any third party claim pursuant judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation Person of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional written release of each Buyer Indemnified Party from all liabilities and obligations liability in connection with respect of such claim)proceeding, claim or demand.

Indemnification Process. Whenever Promptly after the receipt by any party of notice of any claim arises for or the commencement of any action or proceeding, such party will, if a claim with respect thereto is to be made against any party obligated to provide indemnification (the “Indemnifying Party”) pursuant to this Section 14, give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such Indemnifying Party will have the right, at its option, to compromise or defend, at its own expense and by its counsel, any matter involving the asserted liability of the party seeking such indemnification. Such notice, and opportunity to defend, will be a condition precedent to any liability of the Indemnifying Party under the indemnification agreements contained in this Section 14. If any Indemnifying Party undertakes to compromise or defend any such asserted liability, it will promptly notify the party seeking indemnification of its intention to do so, and the party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defends against any such asserted liability. In any event, the indemnified party will have the right at its own expense to participate in the defense of such asserted liability. In no event shall either party’s liability to the other party under this Agreement Agreement, whether fashioned as a direct claim for damages or an event which may result in a claim for such indemnification has occurred for which indemnity under this Section 14, exceed (i) in the Buyer Indemnified Parties are entitled to indemnification hereunderaggregate, the Buyer Indemnified Party will promptly notify Seller amount of the claim and, when knownCash Consideration and (ii) with respect to all claims relating to a particular Partnership, the facts constituting amount of Cash Consideration allocated to such Partnership in Exhibit A. The indemnified party will also, to the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided extent that the Buyer Indemnified Parties shall indemnified party owes any obligations to the indemnifying party, have the right to participate in withhold from the indemnifying party the indemnified party’s reasonable estimate of the amount of any damages for which the indemnifying party would be liable under this Section 14 as a result of such defense at their own expense, unless claim by a third-party unaffiliated with the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Sellerindemnified party. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense amount of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting withholding shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant deposited with an independent escrow agent reasonably acceptable to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)both parties.

Indemnification Process. Whenever any claim arises for (a) Any Buyer Indemnified Person seeking indemnification under this Article IX shall give the Stockholders notice of any matter (a “Notice of Claim”) which such Buyer Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (each, a “Loss Estimate”) and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim will not affect the rights of Buyer Indemnified Persons to obtain indemnification hereunder. Notwithstanding the foregoing, no claim shall be brought under this Article IX with respect to an event of indemnification described in Section 9.2(a)(i) unless a Buyer Indemnified Person, at any time prior to the applicable Survival Date, gives the Stockholders a Notice of Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) The Buyer Indemnified Person may defend any Third Party Claim with counsel of its own choosing, and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. The Buyer shall not settle or compromise the Third Party Claim or make any admission in respect thereof which may result would materially and adversely affect the indemnifying party’s liability without the prior written agreement of each of the Stockholders (which shall not be unreasonably withheld or delayed) as to any reasonable ways in a claim for such indemnification has occurred for which the Third Party Claim might be avoided, disputed, resisted, mitigated, settled, compromised, defended or appealed. All costs (including attorneys’ fees) incurred by the Buyer Indemnified Parties are entitled to indemnification hereunder, the Buyer Indemnified Person in defending such Third Party will promptly notify Seller of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense Claim shall be controlled by Seller, and satisfied as such costs are incurred in the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right same manner as Losses are satisfied pursuant to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by SellerSection 9.2(b). The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails Person may elect not to take action defend a Third Party Claim within thirty (30) days following receipt of noticea Third Party Claim, by notice in writing to the Stockholders. Each of the Stockholders shall have ten (10) days to advise the Buyer Indemnified Person whether such Stockholder accepts the defense of such claim, and the Stockholder shall have no obligation to the Buyer Indemnified Person for legal fees incurred by the Buyer Indemnified Person after the date of any assumption of the defense by the Stockholder. If the Stockholder determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Buyer Indemnified Person and at its own expense, provided that, the Buyer Indemnified Person shall have the right to be represented by its own counsel at its own expense. If the Stockholder fails to undertake the defense of or settle or pay any such Third Party Claim within ten (10) days after the Buyer Indemnified Person has given written notice to the Representative of the claim, or if the Stockholder, after having given such notification to the Buyer Indemnified Person, fails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Buyer Indemnified Person, settle or pay such claim, then the Buyer Indemnified Parties shall have the right Person may take any and all necessary action to pay, compromise or defend any third party dispose of such claim, and any costs (including attorneys’ fees) incurred by the Buyer Indemnified Person in so doing shall be satisfied as such costs are incurred in the same manner as Losses are satisfied pursuant to be borne by SellerSection 9.2(b). The Stockholders and the Buyer Indemnified Parties Person shall also have make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the right details and upon delivery progress of ten (10) days advance written notice all proceedings relating thereto and render to each other such effect to Seller, exercisable in good faith, to take such action assistance as may be reasonably necessary required to avoid a default prior to ensure the assumption proper and adequate defense of any and all Third Party Claims. (ii) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, the third party Stockholders shall not without the Buyer Indemnified Person’s prior written consent settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by Sellerthe claimant or plaintiff to the Buyer Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand. (iii) If the Stockholders at any time pays to the Buyer Indemnified Person an amount pursuant to a Third Party Claim and the Buyer Indemnified Person, the Buyer or one of its Affiliates subsequently becomes entitled to recover from some other person any sum (whether by payment, discount, credit, relief or otherwise) in respect of the subject matter of the Third Party Claim, the Buyer Indemnified Person shall take all reasonable steps to enforce such right of recovery and following any such recovery shall forthwith repay to the Stockholder so much of the amount paid by them to the Buyer Indemnified Person as does not exceed the sum recovered from such other person less all reasonable costs, charges and expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle Person, the Buyer or compromise any third party claim pursuant of its Affiliates in recovering that sum from such other person. (iv) Where having discharged a Third Party Claim any of the Stockholders requests the assignment to this Section 7.2 without the prior written consent it or him of any right of the Buyer Indemnified Parties (which consent shall not be unreasonably withheldPerson, conditioned the Buyer or delayed provided that such settlement is without injunctive any of its Affiliates to make recovery in whole or other non-monetary relief affecting in part from any third party, the Buyer Indemnified Parties Person will assign or leading procure the assignment to liability or such Stockholder of such right, and, if that right is not legally capable of effective assignment, subject to being indemnified to the creation of a financial or other obligation on the part reasonable satisfaction of the Buyer Indemnified Parties Person, the Buyer or any of its Affiliates against any associated costs and providesexpenses, in customary form, for pursue such Third Party Claim on behalf of the unconditional release Stockholder and pay over to the Stockholder all amounts recovered up to the amount of each Buyer Indemnified the relevant Third Party from all liabilities and obligations in connection with such claim)Claim previously discharged by it or him.

Indemnification Process. Whenever any claim arises for The Party seeking indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunder, the Buyer Indemnified Party (“Requesting Party”) will promptly notify Seller the other Party (“Indemnitor”) in writing upon receipt of oral or written notice of any actual or alleged Claim for which Requesting Party seeks indemnity, provided that failure to provide such notice will not release Indemnitor from any obligations hereunder except to the extent that Indemnitor is materially prejudiced by such failure. The Requesting Party shall (a) allow the Indemnitor, at its discretion and cost, to assume direction and control the defense of such Claim, (b) diligently assist the Indemnitor and cooperate in defending against such Claim; and (c) not, except at its own cost, voluntarily make or agree to make any payment or incur any expense in connection with any such Claim without the prior written consent of the claim and, when known, Indemnitor. Indemnitor will use counsel reasonably satisfactory to the facts constituting the basis for such claim. Seller shall have the obligation Requesting Party to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Sellereach Claim, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties Requesting Party shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim Claim and select and obtain representation by separate legal counsel at its own expense. If, at any time, Indemnitor reasonably determines that any Claim might adversely affect any Requesting Party, then, without limiting Indemnitor’s indemnification obligations, the cost of Seller. If Seller fails to Requesting Party may take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption control of the defense of the third party claim by SellerClaim, and any expenses incurred by in such event, the Buyer Indemnified Parties so acting Requesting Party and its counsel will proceed diligently and in good faith with that defense. Neither Party shall be paid by Seller. Seller will not settle or otherwise compromise any third party claim pursuant to Claim or suit in any manner that adversely affects the other Party hereunder or imposes obligations on the other Party beyond what is set forth in this Section 7.2 Agreement without the prior written consent of the Buyer Indemnified Parties (such other Party, which consent shall not be unreasonably withheldwithheld or delayed. Indemnitor will use reasonable efforts to ensure that any settlement it makes of any Claim is made confidential, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)except where not permitted by Applicable Law.

Indemnification Process. Whenever any A party (the “indemnitee”) that intends to claim arises for indemnification under this Agreement Article 17 shall notify the other party (the “indemnitor”) promptly in writing of any action, claim or an event which may result liability in a claim for such indemnification has occurred for respect of which the Buyer Indemnified Parties are indemnitee believes it is entitled to indemnification hereunder, the Buyer Indemnified Party will promptly notify Seller of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Sellerindemnification, provided that the Buyer Indemnified Parties failure to give timely notice to the indemnitor shall not release the indemnitor from any liability to the indemnitee except to the extent the indemnitor is prejudiced thereby. The indemnitor shall have the right right, by notice to participate in the indemnitee, to assume the defense of any such defense action or claim within the fifteen (15) day period after the indemnitor’s receipt of notice of any action or claim with counsel of the indemnitor’ s choice and at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict sole cost of interests, in which casethe indemnitor. If the indemnitor so assumes such defense, the expense thereof will be borne by Sellerindemnitee may participate therein through counsel of its choice, but at the sole cost of the indemnitee. The Buyer Indemnified Parties shall cooperate in all reasonable respects in party not assuming the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior render all reasonable assistance to the assumption party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the defense of indemnitor. No such claim shall be settled other than by the third party claim by Sellerdefending the same, and any expenses incurred by then only with the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (other party which consent shall not be unreasonably withheld, conditioned or delayed ; provided that the indemnitee shall have no obligation to consent to any settlement of any such settlement is without injunctive action or other non-monetary relief affecting claim which imposes on the Buyer Indemnified Parties or leading to indemnitee any liability or obligation which cannot be assumed and performed in full by the creation indemnitor, and the indemnitee shall have no right to withhold its consent to any settlement of a financial any such action or other obligation on claim if the part settlement involves only the payment of money by the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)indemnitor or its insurer.

Indemnification Process. Whenever If any claim arises for indemnification under action shall be brought against a party (the "Claimant") in respect to which indemnity may be sought from the another party (the "Indemnifying Party") pursuant to the provisions of this Agreement or an event which may result in a claim for such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunderSection 8, the Buyer Indemnified Party will Claimant shall promptly notify Seller the Indemnifying Party in writing, specifying the nature of the claim andaction and the total monetary amount sought or other such relief as is sought therein. The Claimant shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense and/or settlement of any such action. The Indemnifying Party shall, when knownupon written request by the Claimant, undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the facts constituting defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense employment of counsel which shall be controlled by Sellerreasonably satisfactory to Claimant, and the cost payment of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties all reasonably incurred expenses. Claimant shall have the right to participate in such defense employ separate counsel to provide input into the defense, at their Claimant's own expensecost. The Indemnifying Party shall pay directly or, unless if requested, reimburse Claimant upon demand for any payments made or damages suffered by Claimant, based upon the Buyer Indemnified Parties require their own attorney due judgment of any court of competent jurisdiction or pursuant to a conflict bona fide compromise or settlement of interestsclaims, in demands, or actions for which case, the expense thereof will be borne by SellerClaimant is entitled to indemnification hereunder. The Buyer Indemnified Parties Indemnifying Party shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle any claim or compromise any third party claim pursuant to action under this Section 7.2 8 on Claimant's behalf without the prior first obtaining Claimant's written consent of the Buyer Indemnified Parties (permission, which consent permission shall not be unreasonably withheldwithheld or delayed, conditioned however if Claimant withholds or delayed provided unreasonably delays approval of Indemnifying Party's settlement offer, Claimant shall defend that claim or action and Claimant hereby waives any right to indemnity hereunder from the Indemnifying Party in excess of the settlement offer amount. A Claimant may settle any claim or action hereunder, but the Indemnifying party will not be responsible for any such settlement is without injunctive or other non-monetary relief affecting unless it shall have approved the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and providessettlement, in customary formwriting and in advance, for which approval will not be unreasonably withheld or delayed. Each party agrees not to publicize any settlement without first obtaining the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)other party's written permission, which permission will not be unreasonably withheld.

Indemnification Process. Whenever any claim arises for (a) Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article IX shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an event which may result arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in a claim for such indemnification has occurred for which Notice of Claim will not affect the Buyer rights of any Indemnified Parties are entitled Persons to obtain indemnification hereunder, except to the Buyer extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this Article VII with respect to an event of indemnification described in Section 7.2(a)(i) or 7.3(a)(i) unless the Indemnified Party will promptly notify Seller Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of the claim and, when known, the facts constituting the basis for Claim with respect to such claim. Seller shall have If a Notice of Claim has been given on or prior to the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which caseapplicable Survival Date, the expense thereof will be borne by Seller. The Buyer Indemnified Parties relevant representations and warranties shall cooperate in all reasonable respects in survive as to such claim until the investigationclaim has been finally resolved. (b) Except as provided below, trial and the Indemnifying Person may elect to assume the defense of any such claim at Claims for indemnification hereunder resulting from the cost assertion of Seller. If Seller fails liability by third parties (each, a “Third Party Claim”) with counsel reasonably satisfactory to take action within thirty the Indemnified Person by (30i) days giving notice to the Indemnified Person of noticeits election to assume the defense of the Third Party Claim and (ii) giving the Indemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third Party Claim and fulfill its obligations under this Article VII, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of in each case no later than ten (10) days advance written after the Indemnified Person gives notice of the assertion of a Third Party Claim. If the Indemnifying Person elects to such effect to Seller, exercisable in good faith, to take such action as may assume the defense of a Third Party Claim: (i) it shall diligently conduct the defense and shall not be reasonably necessary to avoid a default prior liable to the assumption of Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third Party Claim other than reasonable costs of investigation; (ii) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any Loss arising from or in connection with the Third Party Claim (subject to the provisions of this Article VII); (iii) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation by the Indemnified Person of any Law or any rights of any Person, (B) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the third party claim by Sellerbringing the Third Party Claim, and any expenses incurred (C) the sole relief provided is monetary damages that are paid in full by the Buyer Indemnifying Person; and (iv) the Indemnifying Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) If the Indemnifying Person does not assume the defense of a Third Party Claim in the manner and within the period provided above, the Indemnified Parties so acting shall Person may conduct the defense of the Third Party Claim at the expense of the Indemnifying Person. The Indemnifying Person will be paid bound by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without determination resulting from such Third Party Claim or, upon the prior written consent of the Buyer Indemnified Parties (Indemnifying Person, which consent shall not be unreasonably withheld, conditioned or delayed provided that such delayed, any compromise or settlement is without injunctive or effected by the Indemnified Person. (d) With respect to any Third Party Claim subject to this Article VII: (i) any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part Person fully informed of the Buyer status of such Third Party Claim and any related Action at all stages thereof where such Person is not represented by its own counsel; and (ii) both the Indemnified Parties Person and providesthe Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim. (e) With respect to any Third Party Claim subject to this Article VII, the parties shall cooperate in a manner to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges, including making reasonable best efforts to comply with the provisions of Section 9.13. In connection therewith, each party agrees that: (i) it will use its best efforts, in customary formrespect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure); and (ii) all communications between any party and counsel responsible for or participating in the unconditional release defense of each Buyer Indemnified any Third Party from all liabilities and obligations in connection with such claim)Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Indemnification Process. Whenever Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any claim arises for indemnification under this Agreement Claim or an event which may result the service of a summons or other initial legal process upon it in a claim for such indemnification has occurred any action instituted against it for which the Buyer Indemnified Parties are it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the Buyer Indemnified Party will promptly notify Seller indemnified party within twenty (20) days of receipt of notice of the claim andClaim or action from the indemnified party to assume such defense, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of which event such defense shall be borne conducted by Sellercounsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the Buyer Indemnified Parties indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the right positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to participate such indemnified party materially different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense and, in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which caseevent, the expense thereof will reasonable fees and expenses of such counsel shall be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Sellerindemnifying party. If Seller fails the indemnifying party shall elect not to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the third party claim reasonable fees and expenses of any counsel retained by Sellerit, and any expenses incurred shall be bound by the Buyer Indemnified Parties so acting results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 settled without the prior written consent of the Buyer Indemnified Parties indemnifying party (which consent shall not be unreasonably withheld, conditioned withheld or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claimdelayed).

Indemnification Process. Whenever any (a) As promptly as is reasonably practicable after becoming aware of a claim arises for indemnification under this Agreement that does not involve a third party claim, Full Art shall give notice to the Shareholders of such claim or an event the Shareholders shall provide notice to Full Art or CAE (the “Claim Notice”), as the case may be, which may result in a claim for Claim Notice shall, to the extent such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunderinformation is reasonably available, the Buyer Indemnified Party will promptly notify Seller of the claim and, when known, specify the facts constituting alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount sought hereunder from the indemnifying persons. Seller It is the intent of the parties that amounts paid under this Article Nine shall represent an adjustment to the Aggregate Purchase Price and the parties will report such payments consistent with such intent. (b) The party seeking indemnification shall give notice as promptly as is reasonably practicable, but in any event no later than fifteen (15) business days after receiving notice thereof, to the Shareholders, Full Art or CAE, as the case may be, of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto in respect of which indemnity may be sought under this Agreement (which notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim). After such notice, the indemnifying party shall have the obligation right to dispute and defend all assume the defense; provided, however, that such third indemnified party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate at its own expense in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of such action; and provided, further, that the third indemnifying party claim by Sellershall not consent to the entry of any judgment or enter into any settlement, and any expenses incurred by except with the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties such indemnified party (which consent shall not be unreasonably withheld), conditioned that (a) fails to include as an unconditional term thereof the giving by the claimant or delayed provided plaintiff to such indemnified party of a release from all liability in respect of any such action or (b) grants the claimant or plaintiff any injunctive relief against the indemnified party. Any failure to give prompt notice under this Section 9.04(b) shall not bar an indemnified party’s right to claim indemnification under this Article Nine, except to the extent that an indemnifying party shall have been harmed by such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability failure. (c) Within ten (10) business days or the creation receipt of a financial Claim Notice, the Shareholders, Full Art or other obligation CAE, as the case may be, shall deliver to the Escrow Agent and Full Art, CAE or the Shareholders, as the case may be, a notice (“Objection Notice”) stating they intend to contest the claim (a “Contest”) or to accept liability thereunder. (i) If the Shareholders, Full Art or CAE, as the case may be, do not give an Objection Notice within that ten (10) business day period, the Shareholders, Full Art or CAE, as the case may be, will be deemed to accept liability as it relates to such claim. To the extent the Shareholders are deemed liable for any Losses hereunder, such liability shall be satisfied pursuant to Section 9.05. (ii) If Full Art or CAE gives a timely Objection Notice, then within thirty (30) business days of the receipt thereof, the Shareholders and Full Art or CAE, as the case may be, shall select an independent arbitrator (the “Independent Arbitrator”). The Independent Arbitrator shall be selected by the mutual agreement of the Shareholders and Full Art or CAE, as the case may be. If the parties cannot agree on the part identity of an Independent Arbitrator within ten (10) business days of the Buyer Indemnified Parties date of an Objection Notice, then the Independent Arbitrator will be determined by an arbitrator selected by the Shareholders and providesan arbitrator selected by Full Art or CAE, as the case may be. The decision of the Independent Arbitrator shall be borne as directed by him. The Shareholders and Full Art or CAE, as the case may be, shall be entitled to make such representation and provide such information and reports to the Independent Arbitrator within twenty (20) business days of the date of agreement or, if later, determination of the identity of the Independent Arbitrator. The Shareholders and Full Art or CAE, as the case may be, shall use their respective commercially reasonable efforts to procure that the Independent Arbitrator issues his/her ruling within thirty (30) business days after the matter is submitted to him/her for consideration. (iii) If the Shareholders give a timely Objection Notice, the Escrow Agent shall not take any further action with respect to the claim being Contested except as further provided in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)Escrow Agreement.

Indemnification Process. Whenever any (a) Any Person entitled to make a claim arises for indemnification under Section 10.02 or Section 10.03 (an “Indemnified Person”) shall notify the indemnifying party (an “Indemnifying Person”) in writing (the “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an event which may result arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in a claim for such indemnification has occurred for which Notice of Claim will not affect the Buyer rights of any Indemnified Parties are entitled Persons to obtain indemnification hereunder, except to the Buyer extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this Article X with respect to an event of indemnification described in Section 10.02(a)(i), (iii), or Section 10.02(b)(i) or (ii), unless the Indemnified Party will promptly notify Seller Person, at any time prior to the end of the claim andGeneral Survival Period, when known, gives the facts constituting the basis for Indemnifying Person(s) a Notice of Claim with respect to such claim. Seller shall have If a Notice of Claim has been given on or prior to the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and end of the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which caseGeneral Survival Period, the expense thereof will be borne by Seller. The Buyer Indemnified Parties relevant representations and warranties shall cooperate in all reasonable respects in survive as to such claim until the investigationclaim has been finally resolved. (b) Except as provided below, trial and the Indemnifying Person may elect to assume the defense of any such claim at Claims for indemnification hereunder resulting from the cost assertion of Seller. If Seller fails liability by third parties (each, a “Third Party Claim”) with counsel reasonably satisfactory to take action within thirty the Indemnified Person by (30i) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written giving notice to such effect the Indemnified Person of its election to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of assume the defense of the Third Party Claim and (ii) giving the Indemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third Party Claim and fulfill its obligations under this Article X, in each case no later than 10 days after the Indemnified Person gives notice of the assertion of a Third Party Claim. If the Indemnifying Person elects to assume the defense of a Third Party Claim: (i) it shall diligently conduct the defense and shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third Party Claim other than reasonable costs of investigation; (ii) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any Loss arising from or in connection with the Third Party Claim (subject to the provisions of this Article X; (iii) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation by the Indemnified Person of any Law or any rights of any Person, (B) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the third party claim by Sellerbringing the Third Party Claim, and any expenses incurred (C) the sole relief provided is monetary damages that are paid in full by the Buyer Indemnifying Person; and (iv) the Indemnifying Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) If the Indemnifying Person does not assume the defense of a Third Party Claim in the manner and within the period provided above, the Indemnified Parties so acting shall Person may conduct the defense of the Third Party Claim at the expense of the Indemnifying Person. Indemnifying Person will be paid bound by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without determination resulting from such Third Party Claim or, upon the prior written consent of the Buyer Indemnified Parties (Indemnifying Person, which consent shall not be unreasonably withheld, conditioned or delayed provided that such delayed, any compromise or settlement is without injunctive or effected by the Indemnified Person. (d) With respect to any Third Party Claim subject to this Article X: (i) any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part Person fully informed of the Buyer status of such Third Party Claim and any related Action at all stages thereof where such Person is not represented by its own counsel; and (ii) both the Indemnified Parties Person and providesthe Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim. (e) With respect to any Third Party Claim subject to this Article X, the parties shall cooperate in a manner to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges, including making reasonable best efforts to comply with the provisions of Section 12.16. In connection therewith, each party agrees that: (i) it will use its best efforts, in customary formrespect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure); and (ii) all communications between any party and counsel responsible for or participating in the unconditional release defense of each Buyer Indemnified any Third Party from all liabilities and obligations in connection with such claim)Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Indemnification Process. Whenever any claim arises for indemnification under A. Subject to the terms of this Agreement or an event which may result in and upon a receipt of notice of the assertion of a claim for such indemnification has occurred for which or of the Buyer Indemnified Parties are entitled to indemnification hereundercommencement of any suit, the Buyer action or proceeding that is a third party claim against an Indemnified Party the Seller Service Providers, pursuant to (i) above, or Buyer, pursuant to (ii) above (in each case the “Indemnitor”), on behalf of such Indemnified Party, will promptly notify Buyer or Seller Service Provider, as the case may be, in writing of the claim andany actual or potential Loss under this Section 10. Such written notice is herein referred to as a “Notice of Claim”. A Notice of Claim will specify, when knownin reasonable detail, the facts constituting known to the basis Indemnified Party regarding the Indemnified Party’s claim against the Indemnitor. Subject to the terms of this Agreement, the failure to provide (or timely provide) a Notice of Claim will not affect an Indemnified Party’s rights to indemnification; provided, however, that Indemnitor is not obligated to indemnify the Indemnified Party for such claim. Seller shall the increased amount of any Loss which would otherwise have been payable to the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided extent that the Buyer Indemnified Parties shall have increase resulted from the right failure to participate deliver timely a Notice of Claim. B. Indemnitor will defend, in such defense good faith and at their own its expense, unless the Buyer Indemnified Parties require their own attorney due any claim or demand set forth in a Notice of Claim relating to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Sellerand the affected Indemnified Party, at its expense, may participate in the defense. The Buyer An Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as Party may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant so long as Indemnitor is defending it in good faith. If Indemnitor elects not to contest a third party claim, the Indemnified Party may undertake its defense, and Indemnitor will be bound by the results obtained by such Indemnified Party. Indemnitor may at any time request that the affected Indemnified Party agree to the abandonment of the contest of the third party claim or to the payment or compromise by Indemnitor of the asserted claim or demand. If such Indemnified Party does not object in writing within fifteen (15) days of Indemnitor’s request, Indemnitor may proceed with the action stated in the request. If, within that fifteen (15) day period, such Indemnified Party notifies Indemnitor in writing that it has determined that the contest should be continued, Indemnitor will be liable under this Section 7.2 without 10 only for an amount up to the prior written consent amount which Client had proposed be accepted in payment or compromise. This Subsection (B) is subject to the rights of any insurance carrier of an Indemnified Party that is defending the third party claim. C. Indemnitor will (a) consult with the affected Indemnified Party throughout the pendency of the Buyer Indemnified Parties (which consent shall not be unreasonably withheldthird party claim regarding the investigation, conditioned or delayed provided that such settlement is without injunctive defense, settlement, trial, appeal or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part resolution of the Buyer third party claim and (b) afford such Indemnified Party the opportunity to be associated in the defense of the third party claim. The Parties will cooperate in the defense of the third party claim. The Indemnified Party will make available to Indemnitor or its representatives all records and providesother materials reasonably required by them for use in contesting any third party claim (subject to obtaining an agreement to maintain the confidentiality of confidential or proprietary materials in a form reasonably acceptable to both Indemnitor and such Indemnified Party). If requested by Indemnitor, the affected Indemnified Party will cooperate with Indemnitor and its counsel in contesting any third party claim that Indemnitor elects to contest or, if appropriate, in customary formmaking any counterclaim against the person asserting the claim or demand, for the unconditional release of each Buyer or any cross-complaint against any person. Indemnitor will reimburse such Indemnified Party from all liabilities and obligations for any expenses incurred by the Indemnified Party in connection cooperating with or acting at the request of Indemnitor. Any such claim)expenses incurred by such Indemnified Party during the Service Period shall be a Reimbursable Cost or a credit against Reimbursable Costs, as the case may be.

Indemnification Process. Whenever Buyer will notify Seller in writing ("Buyer's Notice") promptly upon receipt by Buyer or the Company of notice of any claim arises for indemnification under this Agreement pending or an event Threatened Tax audits or assessments which may result materially affect the Tax liabilities of the Company or Seller or for which Seller could be required to indemnify Buyer pursuant to Section 11.3 (a "Tax Claim"). If (i) Buyer's Notice is not given within 30 days of Buyer's receipt of written notice of the Tax Claim, or (ii) Buyer's Notice fails to reasonably describe such written notice, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Seller will not be liable to the Buyer to the extent the Seller's ability to effectively contest the Tax Claim is prejudiced. In the event of a third-party claim for such indemnification has occurred for which the Buyer Indemnified Parties are Taxes, Seller will be entitled to indemnification hereunderparticipate, the Buyer Indemnified Party will promptly notify Seller at its expense, in any Proceeding relating to any taxable year or period of the claim and, when known, Company ending on or before the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by SellerClosing Date. Seller will not settle or otherwise compromise any third party claim issue or matter on a basis that could adversely affect Buyer's liability for Taxes (including any indemnification for Taxes pursuant to Section 11.2 or the imposition of tax deficiencies) without Buyer's prior written consent, which consent will not be unreasonably withheld. If Seller does not elect to participate in the defense of any such Proceeding, the Company may, without any effect on Buyer's right of indemnification by Seller under this Article 11, defend the same in such manner as it may deem appropriate, provided that no claim for Taxes relating to a Pre-closing Period will be settled, either administratively or after commencement of litigation, on a basis that could adversely affect Seller's liability for Taxes (including any indemnification for Taxes pursuant to Section 7.2 11.3 or the imposition of tax deficiencies) without the prior written consent of the Buyer Indemnified Parties (Seller, which consent shall not be unreasonably withheld, conditioned . The Company will control any Proceeding relating to any taxable year or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part period of the Buyer Indemnified Parties and provides, in customary form, for Company ending after the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)Closing Date.

Indemnification Process. Whenever In the case of any claim arises for asserted by a third party against a party entitled to indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which (the Buyer “Indemnified Parties are entitled to indemnification hereunderParty”), notice shall be given by the Buyer Indemnified Party will to the party required to provide indemnification (the “Indemnifying Party”) promptly notify Seller after such Indemnified Party has actual knowledge of the any claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation as to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall which indemnity may be controlled by Sellersought, and the cost Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be borne by Sellerreasonably satisfactory to the Indemnified Party, provided that (b) the Buyer Indemnified Parties shall have the right to Party may participate in such defense at their own such Indemnified Party’s expense, unless and (c) the Buyer omission by any Indemnified Parties require their own attorney due Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a conflict failure of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written actual notice to the Indemnifying Party and such effect Indemnifying Party is materially damaged as a result of such failure to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Sellergive notice. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without Except with the prior written consent of the Buyer Indemnified Parties (which Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent shall not be unreasonably withheld, conditioned to entry of any judgment or delayed provided enter into any settlement that such settlement is without provides for injunctive or other non-monetary relief affecting the Buyer Indemnified Parties Party or leading that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s tax liability or the creation ability of a financial JUVARIS to conduct its business, or other obligation on that the part Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Buyer Indemnifying Party; provided that if the Indemnified Parties Party does so take over and providesassume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in customary formfull such claim or demand with the written consent of the Indemnifying Party, for such consent not to be unreasonably withheld or delayed. In any event, the unconditional release Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each Buyer Indemnified Party from all liabilities and obligations in connection shall be available to the other with respect to such claim)defense.

Indemnification Process. Whenever any claim arises for (a) Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article VIII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an event which may result arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in a claim for such indemnification has occurred for which Notice of Claim will not affect the Buyer rights of any Indemnified Parties are entitled Persons to obtain indemnification hereunder, except to the Buyer extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this Article VIII with respect to an event of indemnification described in Section 8.2(a)(i) or 8.3(a)(i) unless the Indemnified Party will promptly notify Seller Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of the claim and, when known, the facts constituting the basis for Claim with respect to such claim. Seller If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall have survive as to such claim until the obligation to dispute and defend all such claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense parties (each, a “Third Party Claim”) shall be controlled subject to the following terms and conditions: (i) If a Third Party Claim is made against an Indemnified Person, then the Indemnifying Person shall be entitled to participate in the defense of the Third Party Claim and, if the Indemnifying Person so chooses, to assume the defense of the Third Party Claim so long as (A) the Indemnifying Person gives written notice to the Indemnified Person within thirty (30) days that it will indemnify the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by Sellerthe Third Party Claim, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person, (C) the Indemnified Person has not been advised by counsel that a conflict exists between the Indemnified Person and the Indemnifying Person in connection with the defense of the Third Party Claim, (D) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, and (E) the cost Indemnifying Person conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Person assumes such defense shall be borne by Sellerdefense, provided that then the Buyer Indemnified Parties Person shall have the right to participate in such the defense of the Third Party Claim and to employ counsel, at their its own expense, unless separate from the Buyer counsel employed by the Indemnifying Person, provided, however, that the Indemnifying Person will pay the fees and expenses of separate co-counsel retained by the Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default Person that are incurred prior to the Indemnifying Person’s assumption of control of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Third Party from all liabilities and obligations in connection with such claim)Claim.

Indemnification Process. Whenever If any claim arises for indemnification under action shall be brought against a party (the "Claimant") in respect to which indemnity may be sought from the another party (the "Indemnifying Party") pursuant to the provisions of this Agreement or an event which may result in a claim for such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunderSection 10, the Buyer Indemnified Party will Claimant shall promptly notify Seller the Indemnifying Party in writing, specifying the nature of the claim andaction and the total monetary amount sought or other such relief as is sought therein. The Claimant shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense and/or settlement of any such action. The Indemnifying Party shall, when knownupon written request by the Claimant, undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the facts constituting defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense employment of counsel which shall be controlled by Sellerreasonably satisfactory to Claimant, and the cost payment of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties all reasonably incurred expenses. Claimant shall have the right to participate in such defense employ separate counsel to provide input into the defense, at their Claimant's own expensecost. The Indemnifying Party shall pay directly or, unless if requested, reimburse Claimant upon demand for any payments made or damages suffered by Claimant, based upon the Buyer Indemnified Parties require their own attorney due judgment of any court of competent jurisdiction or pursuant to a conflict bona fide compromise or settlement of interestsclaims, in demands, or actions for which case, the expense thereof will be borne by SellerClaimant is entitled to indemnification hereunder. The Buyer Indemnified Parties Indemnifying Party shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle any claim or compromise any third party claim pursuant to action under this Section 7.2 10 on Claimant's behalf without the prior first obtaining Claimant's written consent of the Buyer Indemnified Parties (permission, which consent permission shall not be unreasonably withheldwithheld or delayed, conditioned however if Claimant withholds or delayed provided unreasonably delays approval of Indemnifying Party's settlement offer, Claimant shall defend that claim or action and Claimant hereby waives any right to indemnity hereunder from the Indemnifying Party in excess of the settlement offer amount. A Claimant may settle any claim or action hereunder, but the Indemnifying party will not be responsible for any such settlement is without injunctive or other non-monetary relief affecting unless it shall have approved the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and providessettlement, in customary formwriting and in advance, for which approval will not be unreasonably withheld or delayed. Each party agrees not to publicize any settlement without first obtaining the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)other party's written permission, which permission will not be unreasonably withheld.

Indemnification Process. Whenever In any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred proceeding for which the Buyer Indemnified Parties are entitled to indemnification hereundereither party (or any Affiliate, director, officer, employee or agent thereof) is indemnified as provided in this Agreement, the Buyer Indemnified Party will promptly notify Seller of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third indemnified party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at retain their own expensecounsel, but the fees and expenses of such counsel shall be at the expense of such indemnified parties unless (i) the Buyer Indemnified Parties require their own attorney indemnifying party and the indemnified parties shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) included both the indemnifying party and the indemnified parties and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to designate within a conflict reasonable period of interests, time counsel reasonably satisfactory to the indemnified parties (in which case, case the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial fees and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Sellerthe indemnifying party as incurred by the indemnified parties). Seller will In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel ) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. However, if settled with such consent or if there shall be a final judgment for the plaintiff, the indemnifying party shall indemnify the indemnified parties from and against any loss or liability by reason of such settlement or judgment. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle or compromise any third party claim pursuant to this Section 7.2 without such proceeding with the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheldindemnified parties or, conditioned or delayed provided that if such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, (i) provides for the an unconditional release of each Buyer Indemnified Party from all liabilities and obligations indemnified party in connection with all matters relating to the proceeding that have been asserted against such claim)indemnified party in such proceeding by the other parties to such settlement and (ii) does not require an admission of fault, liability, wrongdoing or criminal activity by any indemnified party, without the consent of such indemnified party.

Indemnification Process. Whenever any claim arises for (a) Any Buyer Indemnified Person seeking indemnification under this ARTICLE VII (an “Indemnified Person”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim will not relieve the Indemnifying Person from Liability under this Agreement except, and only to the extent that, such failure to notify the Indemnifying Person results in the actual and material impairment or loss of rights and defenses that would have otherwise been available to the Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this ARTICLE VII with respect to an event which may result of indemnification described in Section 7.2(a) unless an Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a claim for such indemnification has occurred for which the Buyer Indemnified Parties are entitled Notice of Claim with respect to indemnification hereunder, the Buyer Indemnified Party will promptly notify Seller of the claim and, when known, the facts constituting the basis for such claim. Seller If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the Indemnifying Person’s cost, and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The Indemnifying Person shall have ten (10) days to advise the obligation to dispute and defend all Indemnified Person whether the Indemnifying Person accepts the defense of such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Sellerclaim, and the cost Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such defense Third Party Claim, it shall be borne by Sellerdefend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that that, the Buyer Indemnified Parties Person shall have the right to participate in such defense be represented by its own counsel at their its own expense, unless . If the Buyer Indemnified Parties require their own attorney due Indemnifying Person fails to a conflict of interests, in which case, undertake the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of or settle or pay any such claim at the cost of Seller. If Seller fails to take action Third Party Claim within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance after the Indemnified Person has given written notice to the Indemnifying Person of the claim, or if the Indemnifying Person, after having given such effect notification to Sellerthe Indemnified Person, exercisable in good faithfails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such action claim at the Indemnifying Person’s cost. The Indemnifying Person and the Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably necessary required to avoid a default prior to ensure the assumption proper and adequate defense of any and all Third Party Claims. (ii) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, an Indemnifying Person shall not without the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not Person’s prior written consent settle or compromise such proceeding, claim or demand, or consent to the entry of any third party claim pursuant judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation Person of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional written release of each Buyer Indemnified Party from all liabilities and obligations liability in connection with respect of such claim)proceeding, claim or demand.

Indemnification Process. Whenever any claim arises for (a) Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article VII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an event which may result arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in a claim for such indemnification has occurred for which Notice of Claim will not affect the Buyer rights of any Indemnified Parties are entitled Persons to obtain indemnification hereunder, except to the Buyer extent such failure to include information actually and materially prejudices such Indemnifying Person. (b) Upon any Indemnified Persons becoming aware of any claim as to which indemnification may be sought by such Indemnified Person pursuant to this Article VII, such Indemnified Person shall utilize commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses (c) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party will promptly notify Seller Claim”) shall be subject to the following terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the claim andIndemnifying Person’s cost, when knownand shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the facts constituting Indemnified Person shall promptly provide notice to the basis for Indemnifying Person. The Indemnifying Person shall have ten (10) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such defense Third Party Claim, it shall be borne by Sellerdefend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that that, the Buyer Indemnified Parties Person shall have the right to participate in such defense be represented by its own counsel at their its own expense, unless . If the Buyer Indemnified Parties require their own attorney due Indemnifying Person fails to a conflict of interests, in which case, undertake the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of or settle or pay any such claim at the cost of Seller. If Seller fails to take action Third Party Claim within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance after the Indemnified Person has given written notice to the Indemnifying Person of the claim, or if the Indemnifying Person, after having given such effect notification to Sellerthe Indemnified Person, exercisable in good faithfails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such action claim at the Indemnifying Person’s cost. (ii) The Indemnifying Person and the Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably necessary required to avoid a default prior to ensure the assumption proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms that it may deem reasonable, provided that, an Indemnifying Person shall not, without the third party claim by SellerIndemnified Person’s prior written consent, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise such proceeding, claim or demand, or consent to the entry of any third party claim pursuant judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation Person of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional written release of each Buyer Indemnified Party from all liabilities and obligations liability in connection with respect of such claim)proceeding, claim or demand.

Indemnification Process. Whenever If any Action is commenced or threatened that may give rise to a claim arises for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement or (each, an event which may result in a claim for “Indemnified Person”) against the Seller, then such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunder, the Buyer Indemnified Party Person will promptly give written notice to the Seller of such Indemnification Claim including a description thereof in reasonable detail sufficient for the Seller to assess whether such claim is a valid Indemnification Claim (an “Indemnification Notice”). Failure to notify the Seller will not relieve the Seller of any liability it may have to the Indemnified Person, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Person’s failure to give such notice. In the event of an Indemnification Claim that arises out of the claim and, when knownof any third party, the facts constituting the basis for such claim. Seller shall have the obligation may elect at any time to dispute and defend all such third party claims assume and thereafter so conduct the defense of the Indemnification Claim, at the Seller’s expense, with counsel of the Seller’s choice satisfactory to the Indemnified Person. Until the Seller assumes the defense of such Indemnification Claim, the Indemnified Person may defend and pay against the Indemnification Claim in any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, manner the Indemnified Person reasonably may deem appropriate and the cost reasonable costs of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Sellerthe Seller and will be deemed Damages . The Buyer Indemnified Parties shall cooperate in all reasonable respects in In the investigation, trial and event the Seller assumed the defense of any such claim at Indemnification Claim, the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle approve of the entry of any judgment or compromise enter into any third party claim pursuant to this Section 7.2 settlement regarding the Indemnification Claim without the Indemnified Person’s prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)consent.

Indemnification Process. Whenever If any action, suit, proceeding or other claim arises for indemnification under (the "Indemnified Claim") will be brought or threatened against either party (the "Indemnified Party") in respect to which indemnity and defense may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of this Agreement or an event which may result in a claim for such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunderSection 5, the Buyer Indemnified Party will promptly notify Seller the Indemnifying Party in writing, specifying the nature of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, Indemnified Claim and the cost of total monetary amount sought or other such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Sellerrelief as is sought therein. The Buyer Indemnified Parties shall Party will cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the investigation, trial and defense of any such claim at Indemnified Claim. The Indemnifying Party may upon written notice to Indemnified Party (an "Assumption of Defense Notice") undertake to conduct all proceedings or negotiations in connection therewith, assume the cost defense thereof, and if it so undertakes, it will also undertake all other steps or proceedings to settle or defend any Indemnified Claim, including the employment of Sellercounsel which will be reasonably satisfactory to Indemnified Party, and payment of all expenses. If Seller fails to take action within thirty (30) days the Indemnifying Party has provided the Indemnified Party an Assumption of noticeDefense Notice, then the Buyer Indemnified Parties shall Party will have the right to pay, compromise employ separate counsel at Indemnified Party's own expense and participate in the defense or defend any third party claim, such costs to conduct its own defense if the Indemnified Party has reasonably determined that its interests would be borne best served by Sellerconducting its own defense. The Buyer Indemnifying Party will reimburse the Indemnified Parties shall also have the right Party upon demand for payment made or loss suffered by it (and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be for attorneys fees and costs reasonably necessary to avoid a default incurred by Indemnified Party prior to the assumption date of any Indemnifying Party's Assumption of Defense Notice) any time after the defense date of tender, based upon the third party claim by Seller, and judgment of any expenses incurred by the Buyer court of competent jurisdiction or pursuant to a bona fide compromise or settlement of Indemnified Parties so acting shall be paid by SellerClaims. Seller The Indemnifying Party will not settle any Indemnified Claim on the Indemnified Party's behalf without first obtaining the Indemnified Party's written permission (except a settlement or compromise that (i) is full and final with respect to the Indemnified Claim including without limitation all attorney fees and costs to which it is entitled; (ii) does not obligate the Indemnified Party to act or to refrain from acting in any third way; (iii) does not contain an admission of liability on the part of the Indemnified Party; (iv) dismisses the Indemnified Claim with prejudice; and (v) is subject to confidentiality, such that no party claim pursuant to this Section 7.2 may disclose the terms of the settlement or compromise without the Indemnified Party's prior written consent of the Buyer Indemnified Parties (consent), which consent shall written permission will not be unreasonably withheld, conditioned or delayed provided and the Indemnifying Party will indemnify and hold the Indemnified Party harmless from and against any costs, damages and fees reasonably incurred by the Indemnified Party, including fees of attorneys and other professionals, that are attributable to such Indemnified Claims prior to the date of tender of the defense to the Indemnified Party. The Indemnifying Party will not be responsible for any indemnification obligations arising hereunder pursuant to the terms and conditions of any settlement of an Indemnified Claim by the Indemnified Party unless such settlement is without injunctive or other non-monetary relief affecting was approved by the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and providesIndemnifying Party, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)which approval will not be unreasonable withheld.

Indemnification Process. Whenever In the case of any claim arises for asserted by a third party against a party entitled to indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which (the Buyer “Indemnified Parties are entitled to indemnification hereunderParty”), notice shall be given by the Buyer Indemnified Party will to the party required to provide indemnification (the “Indemnifying Party”) promptly notify Seller after such Indemnified Party has actual knowledge of the any claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation as to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall which indemnity may be controlled by Sellersought, and the cost Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be borne by Sellerreasonably satisfactory to the Indemnified Party, provided that (b) the Buyer Indemnified Parties shall have the right to Party may participate in such defense at their own such Indemnified Party’s expense, unless and (c) the Buyer omission by any Indemnified Parties require their own attorney due Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a conflict failure of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written actual notice to the Indemnifying Party and such effect Indemnifying Party is materially damaged as a result of such failure to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Sellergive notice. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without Except with the prior written consent of the Buyer Indemnified Parties (which Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent shall not be unreasonably withheld, conditioned to entry of any judgment or delayed provided enter into any settlement that such settlement is without provides for injunctive or other non-monetary relief affecting the Buyer Indemnified Parties Party or leading that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or the creation ability of a financial Freeze Tag to conduct its business, or other obligation on that the part Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Buyer Indemnifying Party; provided that if the Indemnified Parties Party does so take over and providesassume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in customary formfull such claim or demand with the written consent of the Indemnifying Party, for such consent not to be unreasonably withheld or delayed. In any event, the unconditional release Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each Buyer Indemnified Party from all liabilities and obligations in connection shall be available to the other with respect to such claim)defense.

Indemnification Process. Whenever any Any Person making a claim arises for indemnification under this Agreement or Section 7.2 (an event which may result in a claim for such indemnification has occurred for which “Indemnitee”) shall notify the Buyer Indemnified Parties are entitled to indemnification hereunder, the Buyer Indemnified Party will promptly notify Seller indemnifying party (an “Indemnitor”) of the claim andin writing promptly after receiving written notice of any action, when knownlawsuit, proceeding, investigation or other claim (a “Proceeding”) against it (if by a third party), describing the claim, the facts constituting amount thereof (if known and quantifiable) and the basis thereof, provided, that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder unless and to the extent the Indemnitor shall be actually prejudiced by such failure to so notify. Any Indemnitor shall be entitled to participate in the defense of such Proceeding giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided, that prior to the Indemnitor assuming control of such defense, it shall (x) first demonstrate to the Indemnitee in writing such Indemnitor’s financial ability to provide full indemnification to the Indemnitee with respect to such Proceeding, and (y) agree in writing to be fully responsible for all Losses relating to such Proceeding; and provided further, that: (i) the Indenmitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such claim. Seller shall have purpose; provided, that the obligation to dispute fees and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost expenses of such defense separate counsel shall be borne by Sellerthe Indemnitee; (ii) the Indemnitor shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitee if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation (provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless event (x) the Buyer Indemnified Parties require their own attorney due to Indemnitee shall not enter into any settlement of a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties Indemnitor (which consent shall not be unreasonably withheld), conditioned or delayed (y) the Indemnitor shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose (provided that the fees and expenses of such separate counsel shall be borne by the Indemnitor), and (z) the Indemnitor shall be entitled to review the files and record relating to such defense upon request of the Indemnitor); (B) the Indemnitee reasonably believes an adverse determination with respect to the Proceeding giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnitee; (D) a conflict of interest exists between the Indemnitor and the Indemnitee; or (E) the Indemnitor failed or is failing to vigorously prosecute or defend such claim; and (iii) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee before entering into any settlement of a Proceeding or ceasing to defend such Proceeding if, pursuant to or as a result of such settlement is without or cessation, injunctive or other non-monetary equitable relief affecting will be imposed against the Buyer Indemnified Parties Indemnitee or leading to liability or if such settlement does not expressly and unconditionally release the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party Indenmitee from all liabilities and obligations in connection with respect to such claim), without prejudice.

Indemnification Process. Whenever any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunder, the Buyer Indemnified Party will An Institution Indemnitee shall promptly notify Seller the indemnifying Sponsor in writing upon receipt of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense notice of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of noticeClaim, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of but in no event later than ten (10) days advance written notice to after such effect to Sellerreceipt, exercisable in good faithand must permit Sponsor’s attorneys and personnel, at Sponsor’s discretion and cost, to take such action as may be reasonably necessary to avoid a default prior to the assumption of handle and control the defense of such Claim, provided, however, that failure to provide such notice shall not relieve Sponsor of its indemnification obligations except to the third party claim extent that the Sponsor’s ability to defend such Claim is materially, adversely affected by Sellersuch failure. Sponsor shall not make any settlement admitting fault or incur any liability on the part of the Institution Indemnitees without Institution Indemnitees’ prior written consent, and such consent not to be unreasonably withheld or delayed. The Institution Indemnitees shall cooperate with Sponsor in all reasonable respects regarding the defense of any expenses incurred by the Buyer Indemnified Parties so acting such Claim, at Sponsor’s expense. The Institution Indemnitees shall be paid by Sellerentitled to retain counsel of its choice at its own expense. Seller will not In the event a Claim falls under this indemnification clause, in no event shall either party compromise, settle or compromise otherwise admit any third party claim pursuant liability with respect to this Section 7.2 any Claim without the prior written consent of the Buyer Indemnified Parties (which other party, such consent shall not to be unreasonably withheldwithheld or delayed. EXCEPT FOR (I) A PARTY’S INTENTIONAL MISCONDUCT, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and providesOR (II) THE OBLIGATIONS TO INDEMNIFY PURSUANT TO THIS AGREEMENT, in customary formNEITHER PARTY SHALL BE LIABLE FOR SPECIAL, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

Indemnification Process. Whenever any claim arises The Person seeking indemnification (the “Indemnitee”) hereunder shall give notice to the indemnifying Party promptly upon receipt of written notice of the potential Third Party Claim for which indemnification may be sought under this Agreement Agreement. The Indemnitee shall permit the indemnifying Party to assume the defense or an event which may result in a claim for disposition of any such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunder, the Buyer Indemnified Third Party will promptly notify Seller of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment Claim or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Sellerrelated litigation, provided that counsel is reasonably acceptable to the Buyer Indemnified Parties Indemnitee; and provided further, that the indemnifying Party shall have not make any settlement admitting fault or incur any liability on the right part of the Indemnitee without its written consent, such consent not to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Sellerunreasonably withheld or delayed. The Buyer Indemnified Parties Indemnitee shall cooperate with the indemnifying Party in all reasonable respects in with respect to the investigation, trial and defense of any such claim at Third Party Claim, with the cost out-of-pocket costs of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs Indemnitee to be borne reimbursed by Sellerthe indemnifying Party. The Buyer Indemnified Parties Indemnitee shall also have the right and upon delivery be entitled to retain counsel of ten its choice (10at is own expense) days advance written notice to such effect to Sellerparticipate in, exercisable in good faithbut not control (except as provided below), to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of any Third Party Claim. The Indemnitee shall be entitled to control the third party claim by Seller, defense of such Third Party Claim at the indemnifying Party’s expense if (a) the indemnifying Party has failed to assume the defense of such Third Party Claim in a reasonably prompt manner or with counsel reasonably satisfactory to the Indemnitee or (b) the interests of the Indemnitee and any expenses incurred the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the Buyer Indemnified Parties so acting same counsel of both parties under applicable law, ethical rules or equitable Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. principles. In no event shall be paid by Seller. Seller will not the Indemnitee compromise, settle or compromise otherwise admit any third party liability with respect to any claim pursuant to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties indemnifying Party (which such consent shall not to be unreasonably withheld, conditioned withheld or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claimdelayed).

Indemnification Process. Whenever any claim arises for (a) Any Buyer Indemnified Person seeking indemnification under this Article VII (including in connection with a Third Party Claim) shall give the Company notice of any matter (a “Notice of Claim”) which such Buyer Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (each, a “Loss Estimate”) and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim will not affect the rights of Buyer Indemnified Persons to obtain indemnification hereunder. Notwithstanding the foregoing, no claim shall be brought under this Article VII with respect to an event which of indemnification described in Section 7.2(a)(i) unless a Buyer Indemnified Person, at any time prior to the applicable Survival Date, gives the Company a Notice of Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) The Buyer Indemnified Person may result defend any Third Party Claim with counsel of its own choosing, and shall act in a claim for commercially reasonable manner and in accordance with its good faith business judgment in handling such indemnification has occurred for which Third Party Claim. All costs (including attorneys’ fees) incurred by the Buyer Indemnified Parties are entitled Person in defending any Third Party Claim that may give rise to indemnification hereunderunder Section 7.2(a) shall be satisfied as such costs are incurred in the same manner as Losses are satisfied pursuant to Section 7.2(b). If the Buyer Indemnified Person elects not to defend such Third Party Claim, the Buyer Indemnified Party will Person shall promptly notify Seller provide notice to the Company. The Company shall have ten (10) days to advise the Buyer Indemnified Person whether the Company accepts the defense of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense Company shall be borne by Seller, provided that have no obligation to the Buyer Indemnified Parties Person for legal fees incurred by the Buyer Indemnified Person after the date of any assumption of the defense by the Company. If the Company determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Buyer Indemnified Person and at its own expense, provided that, the Buyer Indemnified Person shall have the right to participate in such defense be represented by its own counsel at their its own expense, unless . If the Company fails to undertake the defense of or settle or pay any such Third Party Claim within ten (10) days after the Buyer Indemnified Parties require their own attorney due Person has given written notice to a conflict the Company of intereststhe claim, in which caseor if the Company, after having given such notification to the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all Person, fails within ten (10) days, or at any time thereafter, to defend to the reasonable respects in satisfaction of the investigationBuyer Indemnified Person, trial and defense of any settle or pay such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of noticeclaim, then the Buyer Indemnified Parties shall have the right Person may take any and all necessary action to pay, compromise or defend any third party dispose of such claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses costs (including attorneys’ fees) incurred by the Buyer Indemnified Parties Person in so acting doing with respect to any Third Party Claim that may give rise to indemnification under Section 7.2(a) shall be paid by Seller. Seller will satisfied as such costs are incurred in the same manner as Losses are satisfied pursuant to Section 7.2(b). (ii) The Company and the Buyer Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, the Company shall not without the Buyer Indemnified Person’s prior written consent settle or compromise such proceeding, claim or demand, or consent to the entry of any third party claim pursuant judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation Person of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional written release of each Buyer Indemnified Party from all liabilities and obligations liability in connection with respect of such claim)proceeding, claim or demand.

Indemnification Process. Whenever Buyer will notify Seller in writing ("Buyer's Notice") promptly upon receipt by Buyer or the Company of notice of any claim arises for indemnification under this Agreement pending or an event Threatened Tax audits or assessments which may result materially affect the Tax liabilities of the Company or Seller or for which Seller could be required to indemnify Buyer pursuant to Section 11.3 (a "Tax Claim"). If (i) Buyer's Notice is not given within 30 days of Buyer's receipt of written notice of the Tax Claim, or (ii) Buyer's Notice fails to reasonably describe such notice, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Seller will not be liable to the Buyer to the extent the Seller's ability to effectively contest the Tax Claim is prejudiced. In the event of a third-party claim for such indemnification has occurred for which the Taxes, Buyer Indemnified Parties are entitled will permit Seller, at its expense, to indemnification hereunder, the Buyer Indemnified Party will promptly notify Seller control any Proceeding relating to any taxable year or period of the claim and, when known, Company ending on or before the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by SellerClosing Date. Seller will not settle or otherwise compromise any third party claim issue or matter on a basis that could adversely affect Buyer's liability for Taxes (including any indemnification for Taxes pursuant to this Section 7.2 11.2 or the imposition of tax deficiencies) without the Buyer's prior written consent, which consent will not be unreasonably withheld. If Seller does not assume the defense of any such Proceeding, Buyer may, without any effect to its right of indemnification by Seller under this Article 11, defend the Buyer Indemnified Parties same in such manner as it may deem appropriate. No claim for Taxes relating to a Pre-closing Period will be settled, either administratively or after commencement of litigation, on a basis that could adversely affect the Seller's liability for Taxes (including any indemnification for Taxes pursuant to Section 11.3 or the imposition of tax deficiencies) without Seller's prior written consent, which consent shall not be unreasonably withheld, conditioned . Buyer will control any Proceeding relating to any taxable year or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part period of the Buyer Indemnified Parties and provides, in customary form, for Company ending after the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim)Closing Date.

Indemnification Process. Whenever any claim arises for The party seeking indemnification under pursuant to this Agreement or an event which may result Section 10 (the “Indemnitee”) shall: (a) promptly notify the other party (the “Indemnitor”) in a claim for such indemnification has occurred writing of the Claim for which the Buyer Indemnified Parties are entitled to indemnification hereunderis sought, the Buyer Indemnified Party will promptly notify Seller but in no event longer than five (5) business days of the claim and, when known, Indemnitee’s knowledge of the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in Claim: (b) make all reasonable respects efforts to provide Indemnitor with all information and material in Indemnitee’s possession regarding the Claim; (c) furnish to Indemnitor such assistance as Indemnitor may reasonably request in connection with the investigation, trial settlement and defense of any such claim at the cost Claim; and (d) grant Indemnitor sole control over the defense and settlement of Sellerthe Claim. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of Within ten (10) days advance written of Indemnitor’s receipt of the notice of the Claim or demand, Indemnitor shall notify the Indemnitee as to whether Indemnitor is assuming the entire control (subject to this Section) of the defense, compromise or settlement of the matter, including the counsel that Indemnitor has selected. The Indemnitor shall institute and maintain any such effect to Seller, exercisable in good faith, to take such action defense diligently and reasonably and shall keep the Indemnitee fully advised as may be reasonably necessary to avoid a default prior to the assumption status thereof. Further, Indemnitor shall not dispose of or settle any such Claim in Indemnitee’s name or in any manner which may adversely affect Indemnitee’s rights or interests (which includes, without limitation, any settlement that imposes pecuniary or other liability or an admission of fault or guilt on the defense Indemnitee or would require the Indemnitee to be bound by an injunction of the third party claim by Sellerany kind) without Indemnitee’s prior written consent, and which consent shall not be unreasonably withheld or delayed. Indemnitee shall not be liable hereunder for any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 settlement entered into without the its prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned withheld or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claimdelayed).

Indemnification Process. Whenever any claim arises for (a) Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article VIII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an event which may result arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in a claim for such indemnification has occurred for which Notice of Claim will not affect the Buyer rights of any Indemnified Parties are entitled Persons to obtain indemnification hereunder, except to the Buyer extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this Article VIII with respect to an event of indemnification described in Section 8.2(a)(i) or 8.3(a)(i) unless the Indemnified Party will promptly notify Seller Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of the claim and, when known, the facts constituting the basis for Claim with respect to such claim. Seller If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall have survive as to such claim until the obligation to dispute and defend all such claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense parties (each, a “Third Party Claim”) shall be controlled subject to the following terms and conditions: (i) If a Third Party Claim is made against an Indemnified Person, then the Indemnifying Person shall be entitled to participate in the defense of the Third Party Claim and, if the Indemnifying Person so chooses, to assume the defense of the Third Party Claim so long as (A) the Indemnifying Person gives written notice to the Indemnified Person within thirty (30) days that it will indemnify the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by Sellerthe Third Party Claim, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person, (C) the Indemnified Person has not been advised by counsel that a conflict exists between the Indemnified Person and the Indemnifying Person in connection with the defense of the Third Party Claim, (D) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, and (E) the cost Indemnifying Person conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Person assumes such defense shall be borne by Sellerdefense, provided that then the Buyer Indemnified Parties Person shall have the right to participate in such the defense of the Third Party Claim and to employ counsel, at their its own expense, unless separate from the Buyer counsel employed by the Indemnifying Person, provided, however, that the Indemnifying Person will pay the fees and expenses of separate co-counsel retained by the Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default Person that are incurred prior to the Indemnifying Person’s assumption of control of the defense of the third party claim by SellerThird Party Claim. (ii) If the Indemnifying Person chooses to defend any Third Party Claim, then the parties shall cooperate in the defense of the Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Person’s request) provision to the Indemnifying Person of records that are reasonably relevant to the Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any expenses incurred by material provided. If the Buyer Indemnifying Person, within a reasonable time after receipt of a Notice of Claim relating to a Third Party Claim, chooses not to assume the defense of the Third Party Claim, fails to respond to the Indemnification Notice or at any time fails to defend the Third Party Claim actively, diligently and in good faith, then the Indemnified Parties so acting Person shall be paid by Seller. Seller will (upon further notice to the Indemnifying Person) have the right to undertake the defense of the Third Party Claim and may consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim; provided, however, that the Indemnified Person shall not settle consent to the entry of any judgment, compromise or compromise any third party claim pursuant to this Section 7.2 settlement without the prior written consent of the Buyer Indemnifying person, which consent will not be unreasonably withheld or delayed. (iii) If the Indemnifying Person chooses to defend any Third Party Claim and the Indemnifying Person conducts the defense of the Third Party Claim actively, diligently and in good faith but any of the other conditions in Section 8.6(b)(i) is or becomes unsatisfied, the Indemnified Parties Person may take over such defense, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, however, that the Indemnifying Person will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent shall will not be unreasonably withheld, conditioned withheld or delayed provided delayed). In the event that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or Person conducts the creation of a financial or other obligation on the part defense of the Buyer Third Party Claim pursuant to this Section 8.6(b)(iii), the Indemnifying Person will (a) advance the Indemnified Parties Person promptly and providesperiodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ and experts’ fees and expenses) and (b) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in customary form, for the unconditional release nature of each Buyer Indemnified or caused by the Third Party from all liabilities and obligations Claim to the fullest extent provided in connection with such claim)this Article VIII.

Indemnification Process. Whenever any claim arises for indemnification under this Agreement or an (i) In the event which may result in that a claim for such indemnification has occurred for which the Buyer Indemnified Parties are party entitled to indemnification hereunder, the Buyer Indemnified Party will promptly notify Seller hereunder shall sustain or incur any Damages in respect of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as indemnification may be reasonably necessary to avoid a default prior to the assumption of the defense of the third sought by such party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 5, the party seeking such indemnification (the “Indemnitee”) shall assert a claim for indemnification (“Indemnification Claim”) by giving prompt written notice thereof (the “Notice”) to the party providing indemnification (the “Indemnitor”) and shall thereafter keep the Indemnitor reasonably informed with respect thereto; provided, that, failure of the Indemnitee to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any of its obligations hereunder except and to the extent that the Indemnitor is prejudiced as a result of such failure. The Notice shall set forth with reasonable particularity the basis for the Indemnification Claim and, if estimable, the Indemnitee’s good faith estimate of damages resulting from such Indemnification Claim. Any dispute relating to an Indemnification Claim shall be resolved by (i) the mutual agreement of the Indemnitor and the Indemnitee, (ii) binding arbitration, if arbitration is agreed to in writing by the Indemnitor and the Indemnitee or (iii) a final order, decree or judgment of a court of competent jurisdiction (the time for appeal having expired and no appeal having been perfected). An Indemnitor may not, without the prior written consent of the Buyer Indemnified Parties Indemnitee, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (which A) such settlement, compromise or consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the includes an unconditional release of each Buyer Indemnified Party the Indemnitee and its officers, directors, employees and Affiliates from all liabilities and obligations in connection with liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee and (C) does not contain any requirement that the Indemnitee or any of the Indemitee’s Affiliates make any payments or any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. (ii) In case any third party claim, action or proceeding (a “Third Party Claim”) is brought against any Indemnitee, the Indemnitor shall be entitled to assume the defense thereof, by written notice to the Indemnitee of its intention to do so within thirty (30) days after receipt of the Notice, with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s own expense. Notwithstanding the assumption by the Indemnitor of the defense of any Third Party Claim as provided in this Section 5(c)(ii), the Indemnitee shall be permitted to join in the defense of such Claim and to employ counsel at its own expense.

Indemnification Process. Whenever The Indemnitee shall promptly notify the Indemnitor of any claim arises for indemnification under this Agreement indemnity by providing written notice pursuant to Section 11(a) hereof. When notifying an Infringement Claim, any such notice shall (i) identify the United States patent, copyright or trade secret asserted by a third party and the services potentially impacted by the third party claim; and (ii) identify, initially and on an event which may result in a ongoing basis, any other potential Indemnitor to whom you have provided notice of the third party claim for and the services supplied to you by such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunderother potential Indemnitor. After receipt of such notice, the Buyer Indemnified Party will promptly notify Seller Indemnitor shall have a reasonable time to investigate whether the third party claim might fall within the scope of the claim and, when known, indemnification prior to assuming the facts constituting the basis for defense of such claim. Seller shall have With respect to any claim for which such notification is provided or otherwise within the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Sellerscope of the indemnity, and the cost of such defense shall be borne by Seller, provided that the Buyer Indemnified Parties Indemnitor shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial control and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of bear full responsibility for the defense of such claim (including any settlements); provided however, that: (i) the third party claim by SellerIndemnitor shall keep the Indemnitee informed of, and consult with the Indemnitee in connection with the progress of such litigation or settlement; (ii) the Indemnitor shall not have any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim pursuant to this Section 7.2 right, without the prior Indemnitee’s written consent of the Buyer Indemnified Parties (consent, which consent shall not be unreasonably withheld, conditioned or delayed provided that to settle any such claim if such settlement arises from or is without injunctive part of any criminal action, suit or other non-monetary relief affecting the Buyer Indemnified Parties proceeding or leading contains a stipulation to or admission or acknowledgment of, any liability or the creation of a financial wrongdoing (whether in contract, tort or other obligation otherwise) on the part of the Buyer Indemnified Parties Indemnitee, or requires any specific performance or non-pecuniary remedy by the Indemnitee; and provides(iii) the Indemnitee shall have the right to participate in the defense of a claim with counsel of its choice at its own expense. The Indemnitor’s assumption of the defense of any claim asserted to be within the scope of the indemnity shall not prejudice the determination of whether a claim is properly subject to indemnification hereunder nor waive the Indemnitor’s right at any time to disclaim obligations under Sections 8a, in customary form8b and 8c with respect to any claim or damages to the extent they are not subject to indemnification under Sections 8a, for the unconditional release of each Buyer Indemnified Party from all liabilities 8b and obligations in connection with such claim)8c.