Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 12.2, 12.3, or 12.2 12.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a12.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 Sections 7.2, or 12.2 7.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a7.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, Proceeding the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, Proceeding the indemnifying party will not, as long as it diligently conducts conduct such defense, be liable to the indemnified party under this Section 12 7 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, Proceeding in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full fall by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnified party may, by notice to the indemnifying party, assume the exclusive light to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party without its consent (which may not be unreasonably withheld). (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 this Article X of notice of a claim against it for indemnification brought under this Article X (a "Claim"), the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give prompt written notice to the indemnifying indemnified party of the commencement of such claimClaim, but the failure to promptly notify the indemnifying indemnified party will not relieve the indemnifying indemnified party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced prejudice by the indemnifying party's failure to give such prompt notice. Such notice shall contain a description in reasonable detail of facts upon which such Claim is based and, to the extent known, the amount thereof. (b) If any proceeding Claim referred to in Section 12.4(a) this Article X is brought made by a third party against an indemnified party and it such indemnified party gives written notice to the indemnifying party of the commencement of such proceedingClaim, the indemnifying party will be entitled to participate in such proceeding the defense of Claim and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party Claim and, after written notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingthe Claim, the indemnifying party shall assume such defense and will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 Article X for any fees of other counsel or any other expenses with respect to the defense of such proceeding, the Claim in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyClaim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the commencement existence of any proceeding against it, such indemnified party will, if matter of a claim nature as to which the Indemnitee is entitled to be made against an indemnifying party indemnified under such Sectionthis Agreement, give notice to the indemnifying party of Indemnitee shall promptly notify Seller, or Buyer, as the commencement of such claimcase may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the indemnifying party Indemnitor will not relieve the indemnifying party Indemnitor of any liability that it may have to any indemnified partyan Indemnitee, except to the extent that the indemnifying party Indemnitor demonstrates that the defense of such action is has been prejudiced by the indemnifying partyIndemnitee's failure to give such notice. . The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) If any proceeding referred to in Section 12.4(a) such defense is brought against an indemnified party instituted and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines continuously maintained in good faith that joint representation would be inappropriate)by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to assume participate with the defense counsel selected by Indemnitor in the conduct of such proceeding with counsel satisfactory defense. Indemnitor will not permit any lien or execution to attach to the indemnified party andassets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the indemnifying party Indemnitee requesting Indemnitor to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationdo so. If the indemnifying party Indemnitor assumes the defense of a proceeding, any action or proceeding (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iiy) no compromise or settlement or of such claims may be effected by the indemnifying party Indemnitor without the indemnified partyIndemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying partyIndemnitor; and (iiiz) the indemnified party Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 12.2 or 12.2 12.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding, or (iii) the outcome of the Proceeding will have a continuing effect the indemnified party), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 12.4(c)(b) for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages Damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consentConsent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary Damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any state or federal court situated in Iowa in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers and their shareholders with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 10.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by A party claiming indemnification under this Agreement (an indemnified “Indemnified Party”) shall with reasonable promptness (i) notify the party under Section 12.1 from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or 12.2 claims asserted against the Indemnified Party (“Third Party Claim”) for which indemnification is sought and (ii) transmit to the Indemnifying Party a copy of all papers served with respect to such claim, if any, and a written notice (“Claim Notice”) containing a description in reasonable detail of the commencement nature of any proceeding against itthe Third Party Claim, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice estimate of the amount of damages attributable to the indemnifying party Third Party Claim to the extent feasible (which estimate shall not be conclusive of the commencement final amount of such claim, but ) and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability Liability that it may have to any indemnified partyIndemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action Indemnifying Party is actually prejudiced by the indemnifying party's Indemnifying Party’s failure to give such notice. (b) If Within fifteen (15) days after receipt of any proceeding referred to in Section 12.4(aClaim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (i) is brought against an indemnified party and it gives notice whether the Indemnifying Party disputes its potential liability to the indemnifying party Indemnified Party with respect to such Third Party Claim and (ii) whether the Indemnifying Party desires, at the sole cost and expense of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding andIndemnifying Party, to defend the extent Indemnified Party against such Third Party Claim. (c) If the Indemnifying Party notifies the Indemnified Party within the Election Period that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, such proceeding Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense this Section 6.6. The Indemnifying Party shall have full control of such proceedingdefense and proceedings. If requested by the Indemnifying Party, the indemnifying party will notIndemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. Except as long as it diligently conducts such defenseotherwise provided herein, be liable the Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to the indemnified party under this Section 12 for any fees of other counsel or any other 6.6 and shall bear its own costs and expenses with respect to the defense such participation, unless there is an actual conflict of such proceedinginterest, in each case subsequently incurred by which case, the indemnified party in connection with Indemnified Party can participate at the defense cost of such proceeding, other than reasonable costs of investigation. the Indemnifying Party. (d) If the indemnifying party assumes the defense of a proceeding, Indemnifying Party (i) it will be conclusively established for purposes of this Agreement fails to notify the Indemnified Party within the Election Period that the claims made in that proceeding are within Indemnifying Party elects to defend the scope of and subject Indemnified Party pursuant to indemnification; the preceding paragraph, (ii) no compromise elects to defend the Indemnified Party but fails to prosecute or settle the Third Party Claim as herein provided, or (iii) objects to such election on the grounds that counsel for such Indemnifying Party cannot represent both the Indemnified Party and the Indemnifying Parties because such representation would result in a conflict of interest, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. In such a situation, the Indemnified Party shall have full control of such defense and proceedings and the Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 6.6, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) The Indemnifying Party shall not settle or such compromise any Third Party Claim unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be effected by the indemnifying party without made against the indemnified party's consent unless , and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying partyIndemnifying Party (subject to the limitations set forth in Section 6.4 and Section 6.5); and (iii) the indemnified party Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given The Indemnified Party shall not settle or admit liability to an indemnifying party any Third Party Claim without the prior written consent of the commencement Indemnifying Party unless (x) the Indemnifying Party has disputed its potential liability to the Indemnified Party, and such dispute either has not been resolved or has been resolved in favor of the Indemnifying Party or (y) the Indemnifying Party has failed to respond to the Indemnified Party’s Claim Notice. (f) Each Indemnifying Party hereby consents to the non-exclusive jurisdiction of any proceeding court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Indemnifying Party with respect to such a claim anywhere in the indemnifying party does not, within ten days after world. (g) During the indemnified party's notice is given, give notice to effectiveness of the indemnified party of its election to assume the defense of such proceedingEscrow Agreement, the indemnifying party will be bound by Indemnified Party and Indemnifying Party shall additionally notify the Escrow Agent of any determination made claimed indemnifications in such proceeding or any compromise or settlement effected by accordance with the indemnified partyterms of the Escrow Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 6.2, 6.4, or 12.2 (to the extent provided in the last sentence of Section 6.3) Section 6.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyparty pursuant to this Section 6.8, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a6.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 6 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right, at the indemnifying party's cost and expense, to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Each Original Shareholder hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Original Shareholders with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under this Section 12.1 or 12.2 10 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in this Section 12.4(a) 10 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2, 11.3, or 12.2 11.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 7.8(a) or 12.2 7.8(b) of notice of the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party) to this Agreement, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. If the indemnified party fails to notify the indemnifying party within thirty (30) days of receipt of notice of the third party claim, then the indemnity with respect to the subject matter of such claim shall continue, but shall be limited to the damages that would have nonetheless resulted absent the indemnified party’s failure to notify the indemnifying party will not relieve in the time required above after taking into account such actions as could have been taken by the indemnifying party of any liability that had it may have to any received timely notice from the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of . If such action notice is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingtimely given, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingproceeding with counsel satisfactory to the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 Article VII for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently proceeding incurred by the indemnified party in connection with the defense of after such proceeding, other than reasonable costs of investigationnotice. If the indemnifying party assumes the defense of a the proceeding, (i1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii2) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent ’s Consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten thirty (30) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party, provided, however, that the indemnifying party is otherwise obligated to indemnify the indemnified party pursuant to this Section 7.8.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3, or of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt If any claim shall be asserted by an indemnified any third party under Section 12.1 or 12.2 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionIndemnified Person, give notice to the indemnifying party of the commencement promptly and in all events within fourteen (14) days after learning of such claim, but the Party receiving notice of such claim shall notify the Party from whom indemnification may be sought under this Agreement (each Party in such capacity, an “Indemnifying Party”) of such claim, provided, however, that the failure so to notify the indemnifying party provide such notice will not relieve the indemnifying party of any Indemnifying Party from any liability for indemnification that it such Indemnifying Party may have to any indemnified party, except and only to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. The Indemnified Person shall permit the Indemnifying Party to defend against such claim, at the Indemnifying Party’s sole expense, provided that the Indemnifying Party proceeds in good faith, expeditiously and diligently. The Indemnified Person shall, at its option and expense, have the right to participate in any defense undertaken by the Indemnifying Party with legal counsel of their own selection and at their expense. The Parties will cooperate fully in any such action and shall make available to each other any books or records useful for the defense of such claim. No settlement or compromise of any claim may be made by the Indemnifying Party without the prior written consent of the Indemnified Person unless: (a) before such settlement or compromise, the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses and (b) the Indemnified Person is furnished with security reasonably satisfactory to the Indemnified Person that the Indemnifying Party will in fact pay such amount and such expenses or the Indemnifying Party obtains a release of the Indemnified Person from all liability in respect of such claim. Notwithstanding the foregoing, if the actual or potential defendants in or targets of, any such action include both the Indemnifying Party and the Indemnified Person and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it or that are different from or in addition to those available to the Indemnifying Party, then, the Indemnified Person shall have the right to participate in any defense undertaken by the Indemnifying Party with legal counsel of their own selection and its costs and expenses shall be included as part of the indemnification obligation of such Indemnifying Party hereunder; provided, however, that the Indemnified Person shall not settle any claim without the prior written consent of such Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnified Person should elect to exercise such right, such Indemnifying Party shall have the right to participate in, but not control, the defense or settlement of such claim at its sole cost and expense. (b) If Seller hereby consents to the non-exclusive jurisdiction of any court in which a proceeding referred to in Section 12.4(a) is brought against any Indemnified Person for purposes of any claim that an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and the indemnified party determines in good faith agree that joint representation would process may be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses served on Seller with respect to such a claim anywhere in the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 10.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Indemnified Person (which term shall include the Shareholder for purposes of this Section 12.1 or 12.2 9.6) of notice of the commencement of any proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a9.6(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will will, unless the claim involves taxes, be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified partyIndemnified Person's consent unless (A) there is no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent (which may not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's such notice is given, give written notice to the indemnified party Indemnified Person of its election to assume the defense of such proceedingproceeding or specifically deny all liability and responsibility therefor, including the basis for such denial, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified Indemnified Person, reasonably and in good faith. In the event that the Shareholder denies liability hereunder as provided above, and the parties are required to litigate or arbitrate such denial, the prevailing party in such action shall also be entitled to recover its attorneys' fees and cost of collection or defense, as appropriate. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 12.1 10.1(a) or 12.2 Section 10.1(b) of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (bii) If any proceeding referred to in Section 12.4(a10.1(e)(i) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (A) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (B) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i1) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii2) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (x) there is no finding or admission of any violation of Laws or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (y) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiz) the indemnified party will have no liability Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (iii) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 10.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 6.9(a) or 12.2 6.9(b) of notice of the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party to this Agreement), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. If the indemnified party fails to notify the indemnifying party within 30 days of receipt of notice of the third party claim, then the indemnity with respect to the subject matter of such claim shall continue, but shall be limited to the damages that would have nonetheless resulted absent the indemnified party's failure to notify the indemnifying party will not relieve in the time required above after taking into account such actions as could have been taken by the indemnifying party of any liability that had it may have to any received timely notice from the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of . If such action notice is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingtimely given, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingproceeding with counsel satisfactory to the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 6.9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently proceeding incurred by the indemnified party in connection with the defense of after such proceeding, other than reasonable costs of investigationnotice. If the indemnifying party assumes the defense of a the proceeding, (i1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii2) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent Consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party, provided, however, that the indemnifying party is otherwise obligated to indemnify the indemnified party pursuant to this Section 6.9.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 Section 10.3 of notice of the commencement of any proceeding Proceeding or other claim by a third party against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give prompt notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. For purposes of this Section 10.8, in the event that a Buyer Indemnified Party reasonably believes a claim may result in a demand against the Escrow Fund, the delivery of a notice claiming indemnification shall be delivered to the Stockholders’ Representative and such notice shall be deemed to be delivery of the notice to the Securityholders; provided, however, that in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, notice shall be given to such Seller Indemnifying Party. (b) If any proceeding Proceeding or claim referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding or claim, except as provided in Section 10.8(c), the indemnifying party will shall be entitled, at its election, to assume the defense and management of such Proceeding and claim with counsel reasonably satisfactory to the indemnified party, provided that the indemnified party may be entitled to participate in the defense of such proceeding andmatter at its sole cost and expense. Except as provided in Section 10.8(c), to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), may elect to assume the defense of such proceeding with any third party claim with, at its own expense, counsel reasonably satisfactory to the indemnified party andparty, after by giving written notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the third party claim no later than ten (10) Business Days after the indemnified party gives notice of the assertion of a third party claim under Section 10.8(a). If the indemnifying party will notelects to assume the defense of a third party claim (i) it shall diligently conduct the defense and, as so long as it diligently conducts such the defense, shall not be liable to the indemnified party under this Section 12 for any indemnified party’s fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, the third party claim other than reasonable costs of investigation, and (ii) the party claiming indemnification shall cooperate fully with the indemnifying party and make available to the indemnifying party all pertinent information under its control; provided that the indemnified party may participate in any proceeding with counsel of its choice at its expense. No compromise or settlement of such third party claim may be effected by the indemnifying party without the indemnified party’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) The Stockholders’ Representative (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, such Seller Indemnifying Party), at its sole cost and expense, may assume and manage the defense of a third party claim, with counsel reasonably acceptable to Buyer, if such third party claim seeks only monetary damages and the potential aggregate Damages arising from such third party claim, when taken together with all other outstanding claims for indemnification by the Buyer Indemnified Parties, would not reasonably be expected to exceed the amount of the Escrow Fund then held in escrow by Escrow Agent. In no event shall the Stockholders’ Representative or the Seller Indemnifying Parties have the right to assume or manage the defense of any third party claim or matter (i) that primarily involves or is primarily related to Taxes, (ii) to which the Stockholders’ Representative or any Securityholder is also a party and Buyer determines in good faith that joint representation would be inappropriate, (iii) if the potential aggregate Damages arising from such third party claim, when taken together with all other outstanding claims for indemnification by the Buyer Indemnified Parties, could reasonably be expected to exceed the amount of the Escrow Fund then held by Escrow Agent (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, the amount set forth in Section 10.5(c)), (iv) if the third party claim seeks relief other than monetary damages, (v) if the subject matter of the third party claim relates to the ongoing business of the Surviving Corporation, any of its Affiliates, or any of the Buyer Indemnified Parties and, if decided against the Surviving Corporation, any of its Affiliates or any of the Buyer Indemnified Parties, would adversely affect the ongoing business or reputation of the Surviving Corporation, any of its Affiliates or any of the Buyer Indemnified Parties, or (vi) if the Stockholders’ Representative (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, such Seller Indemnifying Party) does not or is not diligently defending against such third party claim. If the indemnifying party Stockholders’ Representative (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, such Seller Indemnifying Party) assumes the defense of a proceeding, third party claim (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding such third party claim are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party Stockholders’ Representative (or, in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, such Seller Indemnifying Party or such Seller Indemnifying Party’s representative) without the indemnified party's Buyer’s written consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party(which consent shall not be unreasonably withheld, conditioned or delayed); and (iii) the indemnified party Buyer Indemnified Parties will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice In addition, if an indemnified party determines in good faith that there is given a reasonable probability that a third party claim may materially and adversely affect it or any Affiliate other than as a result of monetary damages for which it would be entitled to an indemnifying party of the commencement of any proceeding and the indemnifying party does notrelief under this Agreement, within ten days after the indemnified party's notice is givenparty may, give by notice to the indemnified indemnifying party, assume the exclusive right to defend, compromise or settle such third party claim. After the full release of its election the Escrow Fund in accordance with the terms of the Escrow Agreement, in the event that there is no Stockholders’ Representative and the Buyer makes a claim for Damages against more than one of the Securityholders, such Securityholders shall jointly appoint one designated representative to assume represent them and manage the defense of any third party claim (if the defense is (and can be) assumed by such proceedingSecurityholders pursuant to the terms of this Agreement) in connection with such claim and Buyer shall be entitled to deal with and rely on the decisions of such representative. (d) In connection with any such Proceeding or claim involving a third party, the indemnifying party will Securityholders, the Stockholders’ Representative and Buyer shall, and shall cause their respective Affiliates to, cooperate with each other and provide each other with reasonable access to relevant books and records in their possession. (e) The Stockholders’ Representative, on behalf of each Securityholder, hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Buyer Indemnified Party for purposes of any claim that a Buyer Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be bound by any determination made served on the Securityholders and the Stockholders’ Representative with respect to such a claim anywhere in such proceeding or any compromise or settlement effected by the indemnified partyworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within a reasonable time after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding Proceeding against itan indemnified party under Section 5.1 or Section 5.2, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that it is fully and finally adjudicated in an appropriate Proceeding, based on evidence and the indemnifying party demonstrates law, that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a5.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will shall not be conclusively established construed to establish or otherwise evidence for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten twenty (20) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Without prejudice to the right of any indemnified party or indemnifying party to contest the jurisdiction of any court in which a Proceeding is brought by a third party against any indemnified party, and solely for the purposes of complying with the indemnifying party’s obligations under Section 5, the indemnifying party hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought by a third party against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on such Persons with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 5.2 or 12.2 Section 5.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a5.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5.4 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, Proceeding; (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii3) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding on the matters alleged therein, and agree that process may be served on Seller with respect to such claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within 15 days after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding against itaction by any third party evidenced by service of process or other legal pleading, such indemnified or with reasonable promptness after the assertion in writing of any claim by a third party, the party willentitled to indemnification hereunder ("Indemnified Person") shall give the party obligated to provide indemnification under Section 8.2 or 8.3 hereof (the "Indemnifying Person") written notice thereof, if together with a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement copy of such claim, but the process or other legal pleading. The failure to so notify the indemnifying party Indemnifying Person within the above time frame will not relieve the indemnifying party Indemnifying Person of any liability that it may have to any indemnified partythe Indemnified Person, except to the extent that the indemnifying party Indemnifying Person demonstrates that the defense of such action is unduly prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. The Indemnifying Person shall have the right to undertake the defense, settlement, compromise or other disposition thereof at its own expense and through a legal representative of its own choosing. The Indemnified Person and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (b) If the Indemnifying Person, by the 30th day after receipt of notice of any proceeding referred such claim (or, if earlier, by the 10th day immediately preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party favor of the commencement of person asserting such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriateclaim), to assume has not notified the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume defend against such claim, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such claim through counsel of its choice on behalf of and for the account and risk of the Indemnifying Person, at the cost and expense of the Indemnifying Person. In such event, the Indemnifying Party and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnifying Party, which approval shall not be unreasonably withheld. (c) With regard to claims pursuant to this Section 8.4, any reasonable fees or expenses of the party undertaking the defense of such proceedingthe claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingclaim, other than reasonable costs including fees and expenses of investigation. If the indemnifying party assumes the defense of a proceedingcounsel, (i) it will shall be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyconsidered Damages.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an any indemnified party under Section 12.1 or 12.2 of written notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 10.2, give prompt written notice prior to the expiration of the Survival Period to the indemnifying party of the commencement of such claim, but the failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any such indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying such indemnified party's ’s failure to give such noticeprompt notice or where such notice is given after the expiration of the Survival Period. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an any indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to assume the defense of such proceeding Proceeding with counsel satisfactory of its choosing; provided that the indemnifying party shall not be entitled to assume or continue sole control of the defense of any Proceeding if (i) the Proceeding relates to or arises in connection with any criminal conduct, (ii) the Proceeding seeks an injunction or equitable relief against any indemnified party, (iii) the Proceeding has or would reasonably be expected to result in Damages in excess of the amounts available for indemnification pursuant to Section 10.4, (iv) the Proceeding would reasonably be expected to have a material adverse effect on the indemnified party’s business with any customers, suppliers, vendors or other service providers, or (v) the indemnifying party and, after has denied that such Proceeding is subject to indemnification pursuant to this Article 10. After notice from the indemnifying party to the such indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it the indemnifying party diligently conducts such defense, be liable to the such indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of retained by such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyProceeding.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly (but in no event more than 30 days) after receipt by a Buyer Indemnified Person or a Seller Indemnified Person (an "indemnified party party") under Section 12.1 ----------------- Sections 11.2, 11.3 or 12.2 11.4 of notice of the commencement of any proceeding Proceeding ------------- ---- ---- against it, such indemnified party will, if a claim is to be made against an indemnifying party under any such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. Thereafter the indemnified party shall deliver to the indemnifying party, promptly following receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to such claim. (b) If any proceeding Proceeding referred to in Section 12.4(a11.7(a) is brought against --------------- an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article XI for any fees of other counsel or any ---------- other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, all the indemnified parties shall cooperate fully in the defense or prosecution thereof. Such cooperation shall include the retention and (iupon the indemnifying party's request) it will be conclusively established for purposes the provision to the indemnifying party of this Agreement records and information that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected reasonably requested by the indemnifying party or that are reasonably relevant to such Proceeding, and making employees available on a mutually convenient basis during normal business hours to provide additional information and explanation of any material provided hereunder. If the indemnifying party assumes the defense of a Proceeding, the indemnifying party shall not, without the indemnified party's prior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding unless such settlement, compromise or judgment: (i) contains no finding or admission of any violation of Legal Requirements or any violation of the sole relief provided is monetary rights of any Person and no effect on any other claims that may be made against the indemnified party; (ii) requires solely the payment of money damages that are paid in full by the indemnifying party; and (iii) includes as an unconditional term thereof the release by the claimant or the plaintiff of the indemnified party will have no from all liability with in respect to any compromise or settlement of such claims effected without its consentProceeding. If notice is given An indemnified party shall be entitled to reimbursement for all costs, fees and expenses (including the fees and expenses of counsel employed by the indemnified party) for any period during which an indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the commencement Proceeding as provided above). (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Related Persons other than as a result of any proceeding and monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice will not owe any indemnification payment to the indemnified party of its election to assume the defense of such proceedingwith respect to, the indemnifying party will or be bound by by, any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by without its consent. (d) Parent, GPX and Sellers hereby consent to the indemnified partynon-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Parent, GPX and Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a party indemnified party under Section 12.1 8.1, 8.2 or 12.2 8.3 of notice of the commencement of any proceeding Proceeding against it, such by a Third Party, any indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.6(a) is brought against an indemnified party and it gives written notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled may elect to participate in assume the defense of such proceeding and, Proceeding with counsel reasonably satisfactory to the extent that it wishes indemnified party (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense inappropriate under applicable standards of such proceeding with counsel satisfactory to the indemnified party legal ethics) and, after written notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article VIII for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (i) the compromise or settlement does not involve any statement, finding or admission of any fault of, breach of Contract by, or violation of Law by, the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If written notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten thirty (30) days after the indemnified party's ’s notice is given, give written notice to the indemnified party of its *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. election to assume the defense of such proceedingProceeding, the indemnified party may assume control of the defense of such Proceeding with counsel of its own choosing, at the cost of the indemnifying party, and the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. This Section 8.6 shall not apply to Tax Contests, which shall be governed by Section 6.7(b). (c) Each party shall make available to the other all records and other materials reasonably required to contest any claim and shall cooperate fully with the other in the defense of all such claims. Information disclosed by one party to the other shall be kept confidential.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3 of written notice of a claim or the commencement of any proceeding against it, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claimthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, except to the extent that extent, the indemnifying party demonstrates that the defense of such action is or has been prejudiced by the indemnifying party's failure to give thereby. In case any such notice. (b) If any proceeding referred to in Section 12.4(a) is shall be brought against an indemnified party and it gives shall give notice to the indemnifying party of the commencement of such proceedingthereof, the indemnifying party will shall be entitled to participate in such proceeding therein and, to the extent that it wishes shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), ) to assume the defense of such proceeding thereof with counsel which is not reasonably satisfactory to the such indemnified party and, after notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such proceedingthereof, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the indemnified such unindemnified party under this such Section 12 for any fees of other such counsel or any other expenses with respect to the defense of such proceeding, in each case case, subsequently incurred by the such indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationthereof. If the an indemnifying party assumes the defense of a such proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iia) no compromise or settlement or such claims thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.its

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 8.2 or 12.2 8.3 of notice of the commencement of any proceeding against itit (a "Proceeding"), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defensedefense in good faith, be liable to the indemnified party under this Section 12 Article 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any such compromise or settlement includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claims effected without its consentclaim. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, indemnified party may assume the defense thereof. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the indemnified partyjurisdiction of any courts in the State of New York for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Principal Shareholders with respect to such a claim in accordance with the laws of the State of New York.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding against itit (a "Proceeding"), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 ARTICLE X for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of a Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Notwithstanding Section 12.4 hereof, each of the Company and ▇▇▇▇▇▇▇▇ hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but subject to Schedule 1 hereof the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 5.2 or 12.2 5.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party (Investor Indemnified Persons or Seller Indemnified Persons, as the case may be) will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a5.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) EXECUTION COPY no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The parties to this Agreement hereby consent to the exclusive jurisdiction of the courts identified in Section 6.4 hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, or 12.2 Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Company Shareholder hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Except with respect to Tax Claims, which are addressed in Section 6.2(e), promptly after receipt by an indemnified party under Section 12.1 8.2 or 12.2 of notice of the commencement 8.3 of any proceeding Proceeding, claim or demand against it, such it or if an indemnified party will, if shall otherwise learn of an assertion of a potential claim by any Person who is not a party to this Agreement (or an Affiliate thereof) (a “Third-Party Claim”) which may give rise to a claim is to be made for indemnification against an indemnifying party under such Sectionthis Agreement, give then the indemnified party shall as promptly as practicable send notice in writing and in reasonable detail of the Third-Party Claim (including the factual basis for the Third-Party Claim, and, to the extent known, the amount of the Third-Party Claim) to the indemnifying party of (or if the commencement of such claimindemnifying party is the Sellers, to the Seller Representative), but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice. Notwithstanding anything to the contrary in this Agreement, the Buyers hereby gives, and will be deemed to have given, all required notices with respect to the Third-Party Claims for which indemnification is provided in Sections 8.2(a)(iv) and 8.2(a)(v) of this Agreement, and Buyers will be deemed to have fulfilled all requirements of this Section 8.5(a) with respect to such Third-Party Claims. (b) If any proceeding Third-Party Claim referred to in Section 12.4(a8.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingThird-Party Claim, the indemnifying party will be entitled to participate in such proceeding Third-Party Claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Third-Party Claim and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such proceeding Third-Party Claim with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingThird-Party Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingThird-Party Claim, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingThird-Party Claim, other than reasonable costs of investigation. The indemnifying party will have fifteen (15) calendar days from receipt of a notice of a Third-Party Claim from an indemnified party pursuant to Section 8.5(a) to assume the defense thereof; provided however, that with respect to the Third-Party Claims for which indemnification is provided in Sections 8.2(a)(iv) and 8.2(a)(v) of this Agreement, the indemnifying party may, subject to the last sentence of this Section 8.5(b), assume the defense there of at any time upon fifteen calendar days prior written notice. If the indemnifying party does not, or is not pursuant to the preceding two sentences permitted to, assume the defense of a proceeding, the indemnified party shall have the right to assume the defense and employ separate counsel to represent such indemnified party and the reasonable fees and expenses of such separate counsel shall be paid by such indemnifying party. If the indemnifying party assumes the defense of a proceedingThird-Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Third-Party Claim are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Third-Party Claim and the indemnifying party does not, within ten fifteen (15) calendar days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingThird-Party Claim, the indemnifying party will be bound by any determination made in such proceeding Third-Party Claim or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but the indemnifying party will not be bound by any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 12.1 5.7(b) or 12.2 5.7(c) of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (bii) If any proceeding Proceeding referred to in Section 12.4(a5.7(f)(i) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (x) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (y) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5.7 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of any law or regulation or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (iii) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (iv) The Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 12.1 13(a) or 12.2 (b) of notice of the commencement of any proceeding action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any governmental authority or arbitrator (a "Proceeding") against itit or him, such indemnified party will, if a claim is to be made against an such indemnifying party under such SectionSection 13(a) or (b), give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the an indemnifying party of any liability that it or he may have to any indemnified party, except to the extent that the such indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party's failure to give such notice. (bii) If any proceeding Proceeding referred to in Section 12.4(a13(c)(i) is brought against an indemnified party and it or he gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it an indemnifying party wishes (unless the (A) such indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (B) such indemnifying party fails to provide reasonable assurance (including posting adequate security) to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding (except as provided in Section 13(c)(v)), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the such indemnifying party to the indemnified party of its or his election to assume the defense of 17 18 such proceedingProceeding, the such indemnifying party will not, as long as it or he diligently conducts such defense, be liable to the such indemnified party under this Section 12 13 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the such indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the an indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the such indemnifying party without the indemnified party's consent (which consent shall not be unreasonably withheld) unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified parties, and (B) the sole relief provided is monetary damages that are paid in full by the such indemnifying party; and (iii) the indemnified such indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consentor his consent (which consent shall not be unreasonably withheld). If notice is given to an indemnifying party by an indemnified party of the commencement of any proceeding Proceeding and the an indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its or his election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any good faith compromise or settlement effected by the indemnified parties. (iii) Notwithstanding the foregoing (except as provided in Section 13(c)(v) hereof), if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or him or its or his Affiliates or Associates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, or a Proceeding may result in monetary damages as to which the indemnifying party has not provided reasonable assurance of its or his financial capacity, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding (and the indemnifying parties shall be jointly and severally responsible for all fees and expenses incurred by an indemnified party in connection therewith), but the indemnifying parties will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without their consent (which may not be unreasonably withheld). (iv) The parties hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on them with respect to such a claim anywhere in the world. (v) Notwithstanding anything to the contrary set forth herein, if indemnification is sought by an Executive with respect to a claim described in clause (iii) of Section 13(b), the Company shall have the exclusive right to defend and control the defense of such Proceeding with counsel selected by the Company in its sole discretion and the Company 18 19 shall not be responsible for or be obligated to pay the fees and expenses of any counsel of the Executive in connection with such claim or Proceeding.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 11.8.1 Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's failure to give such notice. (b) 11.8.2 If any proceeding Proceeding referred to in Section 12.4(a) 11.8.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingparty, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateinappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article XI for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iia) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent, which consent may not be unreasonably withheld, unless (1) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party or having a value recoverable in Escrow Shares and (iiib) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be entitled to participate in the defense at its own expense and will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party with the indemnifying party's consent, not to be unreasonably withheld. 11.8.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that with respect to any third party claim involving intellectual property rights there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the right to defend, compromise or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3, of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 Section 11.3 of written notice of the commencement of any proceeding Action against it, such indemnified party willshall, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party's ’s failure to give such notice. (b) If any proceeding Action referred to in Section 12.4(a11.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingAction, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Action and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Action and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Action and provide indemnification with respect to such Action), to assume the defense of such proceeding Action with counsel of its choosing who is reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingAction, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article XI for any fees of other counsel or any other expenses with respect to the defense of such proceedingAction, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingAction, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingAction, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Action are within the scope of and subject to indemnificationindemnification under this Article XI; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Action and the indemnifying party does not, within ten thirty (30) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingAction and the name of its chosen counsel, the indemnifying party will be bound by any determination made in such proceeding Action or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if any party entitled to indemnification hereunder determines in good faith that there is a reasonable probability that an Action may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the right to defend, compromise, or settle such Action, but the indemnifying party will not be bound by any determination of a Action so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 this Article 10 of notice of a claim against it for indemnification brought under this Article 10 (a "Claim"), the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give prompt written notice to the indemnifying party of the commencement of such claimClaim, but the failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such prompt notice. Such notice shall contain a description in reasonable detail of facts upon which such Claim is based and, to the extent known, the amount thereof. (b) If any proceeding Claim referred to in Section 12.4(a) this Article 10 is brought made by a third party against an indemnified party and it such indemnified party gives written notice to the indemnifying party of the commencement of such proceedingClaim, the indemnifying party will be entitled to participate in such proceeding the defense of Claim and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party Claim and, after written notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingthe Claim, the indemnifying party shall assume such defense and will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, the Claim in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.Claim

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 5.2, 5.4, or 12.2 (to the extent provided in the last sentence of Section 5.3) Section 5.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a5.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 9.02 of notice of the commencement of any demand, claim or proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 9.02, give notice to the indemnifying party of the commencement of such claimclaim within 20 days of the notice of such demand, claim or proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in this Section 12.4(a) 9.03 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and outside counsel for the indemnified party reasonably determines in good faith that joint representation would be inappropriateinappropriate due to an actual or potential conflict of interest or differing defenses), to assume the defense of such proceeding with counsel satisfactory acceptable to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any indemnified person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice . (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is given a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to an indemnifying party indemnification under this Agreement (or, in the case of the commencement of EBRD, for any proceeding and the indemnifying party does notreason in its sole discretion), within ten days after the indemnified party's notice is givenparty may, give by notice to the indemnified party of its election to indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such proceeding, the . The indemnifying party will not be bound by any determination made in such of a proceeding or so defended nor any compromise or settlement effected by the indemnified partywithout its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3, of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice . (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is given a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to an indemnifying party of the commencement of any proceeding and the indemnifying party does notindemnification under this Agreement, within ten days after the indemnified party's notice is givenparty may, give by notice to the indemnified party of its election to indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such proceedingProceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by without its consent (which may not be unreasonably withheld) or be required to indemnify the indemnified partyparty with respect to such Proceeding.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party and the Agent of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) Proceeding is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article XI for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of a Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Company hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on the Company with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If, after the Closing Date, either a Buyer Indemnified Person or Seller Indemnified Person, as the case may be (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of the "INDEMNITEE"), receives notice of any third-party claim or alleged third-party claim asserting the commencement existence of any proceeding against it, such indemnified party will, if matter of a claim nature as to which the Indemnitee is entitled to be made against an indemnifying party indemnified under such Sectionthis Agreement, give notice to the indemnifying party of Indemnitee shall promptly notify Seller, or Buyer, as the commencement of such claimcase may be (the "INDEMNITOR"), in writing with respect thereto, but the failure to notify the indemnifying party Indemnitor will not relieve the indemnifying party Indemnitor of any liability that it may have to any indemnified partyan Indemnitee, except to the extent that the indemnifying party Indemnitor demonstrates that the defense of such action is has been prejudiced by the indemnifying partyIndemnitee's failure to give such notice. . The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) If any proceeding referred to in Section 12.4(a) such defense is brought against an indemnified party instituted and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines continuously maintained in good faith that joint representation would be inappropriate)by Indemnitor. Indemnitee may, if it so elects, designate its own counsel to assume participate with the defense counsel selected by Indemnitor in the conduct of such proceeding with counsel satisfactory defense. Indemnitor will not permit any lien or execution to attach to the indemnified party andassets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the indemnifying party Indemnitee requesting Indemnitor to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationdo so. If the indemnifying party Indemnitor assumes the defense of a proceeding, any action or proceeding (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iiy) no compromise or settlement or of such claims may be effected by the indemnifying party Indemnitor without the indemnified partyIndemnitee's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying partyIndemnitor; and (iiiz) the indemnified party Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 Section 10.3 of notice of the commencement of any proceeding against itclaim or demand by any Person other than an indemnified party, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.. 57- (b) If any proceeding Proceeding referred to in Section 12.4(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateinappropriate due to a conflict of interest), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses incurred with respect to the defense of such proceeding, in each case subsequently incurred by Proceeding after such time as the indemnified Indemnifying party in connection with the defense of so assumes such proceeding, other than reasonable costs of investigationdefense. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice . (c) Notwithstanding the foregoing, if there is given a reasonable probability that a Proceeding would adversely affect an indemnified party other than as a result of monetary damages for which it would be entitled to an indemnifying indemnification under this Agreement, such indemnified party of the commencement of any proceeding and the indemnifying party does notmay, within ten days after the indemnified party's notice is given, give by notice to the indemnified party of its election to indemnifying party, assume the defense of exclusive right to defend, compromise or settle such proceedingProceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by without its consent. The indemnifying party may, at its expense, participate in such Proceedings with counsel of its choice. (d) Seller and Venturi hereby consent to the indemnified partynon-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller or Venturi with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 SECTION 11.02, 11.03 or 12.2 11.04 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of 43 the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give receive such notice. (b) If any proceeding Proceeding referred to in Section 12.4(aSECTION 11.07(a) is brought against an indemnified party and it the indemnified party gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 ARTICLE XI for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person by Purchaser or Doctor or any of their respective Affiliates and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Companies and the Owners hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the 44 matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 7.5(a) or 12.2 7.5(b) of notice of the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the . The failure to notify the indemnifying party within thirty (30) days of receipt of notice of the third party claim will not relieve the indemnifying party of any liability that it may have to any indemnified party, except party with respect to such claim only to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by the indemnifying party's failure to give provide such timely notice. (b) . If any proceeding referred to in Section 12.4(a) such notice is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingtimely given, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 Article VII for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently proceeding incurred by the indemnified party in connection with the defense of after such proceeding, other than reasonable costs of investigationnotice. If the indemnifying party assumes the defense of a the proceeding, (i1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii2) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent ’s Consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten fifteen (15) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party, provided, however, that the indemnifying party is otherwise obligated to indemnify the indemnified party pursuant to this Section 7.5.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3, of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.4 (a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice . (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is given a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to an indemnifying party of the commencement of any proceeding and the indemnifying party does notindemnification under this Agreement, within ten days after the indemnified party's notice is givenparty may, give by notice to the indemnified party of its election to indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such proceedingProceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by without its consent (which may not be unreasonably withheld) or be required to indemnify the indemnified partyparty with respect to such Proceeding.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party part of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding, or (iii) a substantial portion (i.e. one-third) of the claim(s) are not subject to indemnification), to assume the defense of such proceeding Proceeding and provide indemnification with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is properly brought and maintained against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.3, or 12.2 10.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but provided that if Sellers are the failure indemnifying party under Section 10.2 then Buyer need only give notice to notify Seller Representative and Seller Representative shall take all actions for Sellers as an indemnifying party pursuant to this Section 10.8 with respect to such Proceeding. Failure to give notice to the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice. (b) . If any proceeding Proceeding referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party party, subject to the terms of Section 10.10, will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party fails to such proceeding and provide reasonable assurance to the indemnified party determines in good faith that joint representation would be inappropriateof its financial capacity to defend such Proceeding and provide indemnification (to the extent not covered by the Letter of Credit) with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party at any time within thirty (30) days after the indemnified party has given notice of the commencement of such Proceeding and, after notice from the indemnifying party to the indemnified party of its election to assume the exclusive defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defensedefense with reasonable diligence, be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigationas expressly set forth in this Section 10.8. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent (which may not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of Legal Requirements that would reasonably be expected to adversely affect the Acquired Companies in any material respect or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and , (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent, (iii) the indemnified party may participate in the defense, settlement or compromise of the Proceeding and employ separate counsel at its sole expense except as expressly provided in this Section 10.8, and (iv) the indemnifying party shall consult with the indemnified party and take into account the advice and opinions of the indemnified party and its counsel in the conduct of such defense or settlement, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: (A) the indemnified party reasonably believes that the there is a reasonable likelihood of a conflict of interest between the indemnifying party and the indemnified party or (B) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after the indemnifying party has received notice of the institution of such Proceeding. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten thirty (30) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith after consulting with counsel that (i) there is a reasonable probability that a Proceeding may adversely affect the indemnified party or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (ii) there is a conflict of interest that would prevent the indemnifying party from fully or adequately representing the indemnified party’s interests with respect to a Proceeding, (iii) the indemnifying party assumes such defense but fails to conduct the defense of such Proceeding with reasonable diligence or (iv) the indemnifying party declines to direct the defense of any such claims or Proceeding pursuant to this Section 10.8 or withdraws from such defense, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will be entitled to participate in such Proceedings at its own expense. The indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld or delayed). Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Buyer Indemnified Person for purposes of any claim that a Seller Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 Sections 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice; provided, however, that if the indemnified party intentionally failed to give such notice, the indemnifying party will be deemed to have been prejudiced by the amount of attorneys' fees incurred with respect thereto through the date notice is received by the indemnifying party and the indemnifying party will not be required to indemnify the indemnified party for such attorneys' fees. (b) If any proceeding Proceeding referred to in Section 12.4(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes (as to any such claims involving Taxes, Buyer must select counsel satisfactory to Sellers, it being acknowledged and agreed that Ernst & Young, LLP and Squire, Sand▇▇▇ & ▇emp▇▇▇, ▇▇P are satisfactory to Sellers), be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigationinvestigation and monitoring of defense of such Proceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers, Troy, Tom, and the Partnership hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on them with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 9.2 or 12.2 9.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action actions is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a) 9.5 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified indemnifying party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made claims (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that proceeding are within the scope there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of and subject monetary damages for which it would be entitled to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without indemnification under this Agreement, the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full party may, by notice to the indemnifying party; and (iii) , assume the indemnified party will have no liability with respect exclusive right to any defend, compromise or settlement of settle such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does notProceeding, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by the indemnified partywithout its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Indemnified Person (which term shall include the Shareholder for purposes of this Section 12.1 or 12.2 9.6) of notice of the commencement of any proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a9.6(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will will, unless the claim involves taxes, be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified partyIndemnified Person's consent unless (A) there is no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent (which may not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's such notice is given, give written notice to the indemnified party Indemnified Person of its election to assume the defense of such proceedingproceeding or specifically deny all liability and responsibility therefore, including the basis for such denial, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified Indemnified Person, reasonably and in good faith. In the event that the Shareholder denies liability hereunder as provided above, and the parties are required to litigate or arbitrate such denial, the prevailing party in such action shall also be entitled to recover its attorneys' fees and cost of collection or defense, as appropriate. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 11.8.1. Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) 11.8.2. If any proceeding Proceeding referred to in Section 12.4(a) 11.8.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingparty, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (a) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateinappropriate or (b) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (ix) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; , (iiy) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iiiz) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. -------------------------------------------------------------------------------- 57 BVEW/ENTEVO MERGER AGREEMENT 63 11.8.3. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3, of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimclaim (notice to the Sellers shall be adequate if given to the Sellers’ Representative), but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.5 (a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding (notice to the Sellers shall be adequate if given to the Sellers’ Representative), the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), inappropriate due to the existence of a conflict of interest or divergence of litigation strategies between the indemnified party and the indemnifying party) to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world. (e) If any third party claim is of a kind for which the indemnified party or the Company maintains liability insurance, the indemnified party shall make a claim under such insurance policy, and the indemnifying party’s obligation to indemnify the indemnified party will be reduced by the amount of the insurance proceeds actually received by the indemnified party for such claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Sections 9.2, 9.4, or to the extent provided in the last sentence of Section 12.1 or 12.2 9.3, Section 9.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that 52 52 the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a9.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 13.8.1. Notice to Indemnifying Party. Promptly after receipt by an indemnified party under Section 12.1 13.3 or 12.2 13.4 above of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party's ’s failure to give such notice. (b) 13.8.2. Defense. If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party pursuant to Section 13.8.1 of the commencement assertion of such proceedinga Proceeding, the indemnifying party will shall be entitled to participate in the defense of such proceeding Proceeding and, to the extent that it wishes (unless (a) the indemnifying party is also a party to such proceeding Person against whom the Proceeding is made and the indemnified party determines in good faith that joint representation would be inappropriateinappropriate or (b) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will shall not, as so long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 13 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (ia) it such assumption will be conclusively established establish for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; indemnification and (iib) no compromise or settlement or of such claims Proceedings may be effected by the indemnifying party without the indemnified party's ’s consent unless (i) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person, (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; , and (iii) the indemnified party will shall have no liability with respect to any compromise or settlement of such claims Proceedings effected without its consent. If notice is given to an indemnifying party of the commencement assertion of any proceeding Proceeding and the indemnifying party does not, within ten [ten] days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. 13.8.3. Defense Rights in Certain Circumstances. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates (other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement), the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its Consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 9.2, 9.4, or 12.2 (to the extent provided in the last sentence of Section 9.3) Section 9.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a9.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is has been prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes (which shall be governed solely by Section 12), be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, as determined by a court of competent jurisdiction), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii1) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii2) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its prior written consent. If notice is given to an indemnifying party of the commencement of any proceeding and Failure by the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to notify the indemnified party of its election to defend a Proceeding within fifteen days after notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such Proceeding; provided, however, that the indemnifying party shall not be deemed to have waived its right to contest and defend against any claim of the indemnified party for indemnification hereunder based upon or arising out of such Proceeding. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the defense of exclusive right to defend, compromise, or settle such proceedingProceeding, but the indemnifying party will not be bound by any determination made in such proceeding or any compromise or settlement effected by without its prior written consent (which may not be unreasonably withheld). (d) Each Seller hereby consents to the indemnified partynon-exclusive jurisdiction of any court in which a third party Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on such Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2, 11.3, or 12.2 11.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2 or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an any indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected Proceeding and shall pay all costs and fees incurred by the indemnified partyparty in defending such claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified a party under Section 12.1 or 12.2 of notice of the commencement of any proceeding Proceeding against itit against which that party is entitled to indemnity under Sections 10.2 or 10.3, such indemnified party will, if it intends to make a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimclaim within 30 (thirty) days of receipt of notice, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. The indemnified party shall keep the indemnifying party informed with respect to any significant developments with respect to such Proceeding, answer any questions the indemnifying party or its or their representatives may have from time to time with respect thereto and give all reasonable cooperation to the indemnifying necessary to investigate and defend such Proceeding. (b) If any proceeding Proceeding referred to in subsection (a) of this Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after . After notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the The indemnifying party assumes may, however, assume the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement Proceeding while reserving expressly all rights to deny that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; indemnification in which case (i) the indemnified party may participate in the defense thereof, at the expense of the indemnifying party using counsel of the indemnified party's choosing, (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent. (d) Section 12.5 hereof shall govern jurisdiction over disputes under this Article 10.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under either Section 12.1 11.2, 11.3, or 12.2 11.4 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under either such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 13 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it, her, or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a party indemnified party under Section 12.1 8.1, 8.2 or 12.2 8.3 of notice of the commencement of any proceeding Proceeding against it, such by a Third Party, any indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice. 16 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 17 This footnote has been intentionally deleted. (b) If any proceeding Proceeding referred to in Section 12.4(a8.6(a) is brought against an indemnified party and it gives written notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled may elect to participate in assume the defense of such proceeding and, Proceeding with counsel reasonably satisfactory to the extent that it wishes indemnified party (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense inappropriate under applicable standards of such proceeding with counsel satisfactory to the indemnified party legal ethics) and, after written notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article VIII for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (i) the compromise or settlement does not involve any statement, finding or admission of any fault of, breach of Contract by, or violation of Law by, the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If written notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten thirty (30) days after the indemnified party's ’s notice is given, give written notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnified party may assume control of the defense of such Proceeding with counsel of its own choosing, at the cost of the indemnifying party, and the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. This Section 8.6 shall not apply to Tax Contests, which shall be governed by Section 6.7(b). (c) Each party shall make available to the other all records and other materials reasonably required to contest any claim and shall cooperate fully with the other in the defense of all such claims. Information disclosed by one party to the other shall be kept confidential.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 6.2, 6.3, 6.3A, 6.3B or 12.2 6.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a6.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 6 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis Agreement, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Agreement for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole 50 relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2, or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any good faith compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by, or obligated to provide indemnification with respect to (unless the basis therefor is established by a separate Proceeding) any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The parties hereto hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought by any other party other than a Buyer Indemnified Person or a Shareholder Indemnified Person against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on each party hereto with respect to such a claim anywhere in the world; provided, applicable Legal Requirements are complied with.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 Sections 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an indemnified party and it gives notice notice, unless the claim involves Taxes, to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party Party in connection with the defense of such proceeding, other than reasonable costs of investigation. Proceeding If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the 37 indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any Compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under this Section 12.1 or 12.2 13, of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim Claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimClaim, but provided the failure to notify give an Indemnification Notice to the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyliability, except to the extent that the indemnifying party demonstrates that party's delay in giving or failure to give, an Indemnification Notice materially adversely affecting the defense of such action indemnified party's ability to defend against a Claim is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 13 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. . (c) If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any claims that claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice . (d) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is given a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to an indemnifying party of the commencement of any proceeding and the indemnifying party does notindemnification under this Agreement, within ten days after the indemnified party's notice is givenparty may, give by notice to the indemnified party of its election to indemnifying party, assume the defense of exclusive right at the indemnifying party's expense to defend, compromise, or settle such proceedingProceeding, but the indemnifying party will not be bound by any determination made in such proceeding or any compromise or settlement effected by without its consent (which may not be unreasonably withheld). (e) After final resolution of the Proceeding, the indemnifying party and the indemnified partyparty shall satisfy any Claims resulting from the Proceeding in accordance with the other provisions of this Section 13.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Indemnified Person described in Section 12.1 8.2 or 12.2 8.3 of notice of the commencement of any proceeding Proceeding against it, including reasonable details as to the basis for such indemnified party claim (to the extent within the Knowledge of the Indemnified Person), such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.5(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriateProceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 12 Article 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation; PROVIDED that if the indemnifying party is also a party to such Proceeding and, under applicable standards of professional conduct, joint representation of the Indemnified Person and the indemnifying party would be inappropriate, then the Indemnified Person shall be entitled to retain separate counsel whose fees and expenses shall be paid by the indemnifying party. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified partyIndemnified Person's consent not to be unreasonably withheld unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten (10) days after the indemnified partyIndemnified Person's notice is given, give notice to the indemnified party Indemnified Person of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified Indemnified Person. The Indemnified Person shall provide its reasonable cooperation with the indemnifying party in connection with the defense of a proceeding assumed by indemnifying party hereunder, including the provision of information reasonably requested by the indemnifying party. (c) The Company and the Investor hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Company and the Investor with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.02, 10.03 or 12.2 10.04 of notice of the commencement of any proceeding Litigation or other Claim against it, such indemnified party willshall, if a claim Claim is to be made against an indemnifying party under such Sectionsection, give notice (an "Indemnification Notice") to the indemnifying party of the commencement of such claimClaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Litigation or other Claim referred to in Section 12.4(a10.07(a) is brought against an indemnified party and it the indemnified party gives notice to the indemnifying party of the commencement of such proceedingLitigation or Claim, the indemnifying party will shall be entitled to participate in such proceeding Litigation or Claim and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Litigation or Claim and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Litigation or Claim and provide indemnification with respect to such Litigation or Claim), to assume the defense of such proceeding Litigation or Claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingLitigation or Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article X for any fees of other counsel or any other expenses with respect to the defense of such proceedingLitigation or Claim, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingLitigation or Claim, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingany Litigation or Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims Claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent, which shall not be unreasonably withheld. If notice is given to an indemnifying party of the commencement of any proceeding Litigation or Claim and the indemnifying party does not, within ten 15 business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingLitigation or Claim, the indemnifying party will be bound by any determination made in such proceeding Litigation or Claim or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that any Litigation or Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Litigation or Claim, but the indemnifying party will not be bound by any determination of any Litigation or Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (each an indemnified party under Section 12.1 or 12.2 "Indemnified Person") of notice of the commencement of any proceeding Legal Proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such SectionSection 9.1 or 9.2, as applicable, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. (b) If any proceeding Legal Proceeding referred to in Section 12.4(a9.6(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party of the commencement of such proceedingLegal Proceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Legal Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Legal Proceeding and counsel to the indemnified party determines Indemnified Person advises the Indemnified Person in good faith that joint representation would be inappropriateinappropriate under applicable legal ethical codes, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Legal Proceeding and provide indemnification with respect to such Legal Proceeding), to assume the defense of such proceeding Legal Proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such proceedingLegal Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceedingLegal Proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such proceedingLegal Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingLegal Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified partyIndemnified Person's consent unless (A) there is no finding or admission of any violation of Laws or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiiii) the indemnified party Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Legal Proceeding and the indemnifying party does not, within ten twenty days after the indemnified partyIndemnified Person's notice is given, give notice to the indemnified party Indemnified Person of its election to assume the defense of such proceedingLegal Proceeding, the indemnifying party will be bound by any determination made in such proceeding Legal Proceeding or any compromise or settlement effected by the indemnified Indemnified Person, but the Indemnified Person will not compromise or settle such matter without the indemnifying party's consent, which shall not be unreasonably withheld.. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Legal Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Legal Proceeding, but the indemnifying party will not be bound by any determination of a Legal Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 8.2 or 12.2 Section 8.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such Proceeding and the making of such indemnification claim, but the failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such prompt notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.7(a) is brought against an indemnified party, the indemnified party and it gives notice shall tender to the indemnifying party of the commencement defense of such proceeding, Proceeding and the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs Proceeding. The indemnifying party may elect to assume the defense of investigationany such Proceeding by notifying the indemnified party within ten (10) business days following notice from the indemnified party. Failure by the indemnifying party to so assume such defense shall be deemed a waiver by the indemnifying party of its right to so defend. If the indemnifying party assumes the defense of such Proceeding, it shall not, except with the written consent of the indemnified party, which consent shall not be unreasonably withheld, delayed or conditioned, consent to the entry of any judgment against or adversely affecting the indemnified party (other than a proceeding, (ijudgment of dismissal on the merits and without costs) it will be conclusively established for purposes of this Agreement or enter into any settlement unless such settlement provides that the claims made indemnified party is fully released from all liability by the third party as to such Proceeding. The indemnified party shall have the right to participate, at its expense, in that proceeding are within the scope defense of and subject to indemnification; (ii) no compromise or settlement or any such claims may be effected by Proceeding the defense of which the indemnifying party without assumes pursuant hereto. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable likelihood that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full party may, by notice to the indemnifying party; and (iii) , assume the indemnified party will have no liability with respect exclusive right to any defend, compromise or settlement of settle such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does notProceeding, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, but the indemnifying party will not be bound by any determination made in such proceeding of a Proceeding so defended or any compromise or settlement effected by without its consent (which may not be unreasonably withheld). (c) If the indemnifying party does not assume the defense of any Proceeding as provided herein, the indemnified party may defend against such Proceeding in such manner as the indemnified party reasonably deems advisable or appropriate and may settle such Proceeding or consent to the entry of judgment with respect thereto upon such terms as it reasonably deems advisable or appropriate, and in such event the indemnifying party shall promptly reimburse the indemnified party for any and all amounts recoverable pursuant to this Article 8. (d) With respect to any third-party claim subject to indemnification under this Article 8: (i) both the indemnified party and the indemnifying party, as the case may be, shall keep the other Person fully informed of the status of such third-party claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 8.2, 8.4, or 12.2 (to the extent provided in the last sentence of Section 8.3) Section 8.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. 37 (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Sections 10.2, 10.4, or Section 12.1 10.3 of the assertion of any claim or 12.2 of notice of the commencement of any proceeding Proceeding against itit in respect of which indemnification may be sought, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the assertion of such claim or commencement of such claimProceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If Except as provided in Section 10.3, if any proceeding asserted claim or Proceeding referred to in Section 12.4(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedinga Proceeding, the indemnifying party will will, except for Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇ to any claim which involves Taxes for a time period subsequent to the Closing Date, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified 54 party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification, except to the extent the indemnifying party reserves its rights to challenge such conclusion in writing to the indemnified party before the assumption of defense; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or anyviolation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent, which consent will not be unreasonably withheld. In the case of a Proceeding involving Taxes solely for a time period prior to the Closing Date for which Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇ Bruc▇ ▇▇▇, pursuant to this Section 10.7(b), assumed the defense thereof, (x) Buyer may participate in the defense thereof if such Proceeding may adversely affect Buyer's or the Company's Tax obligations for a time period subsequent to the Closing Date, and (y) the indemnifying parties shall not enter into a settlement agreement, file an amended tax return, or seek a refund, with respect to Taxes relating to the operations of the Company or take any other action adverse to Buyer without the prior written consent of Buyer, which consent shall not be unreasonably withheld. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten 28 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnified party will not enter into any compromise or settlement of such Proceeding without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, and the indemnifying party will be bound by any determination made in such proceeding Proceeding. (c) Notwithstanding the foregoing, except claims of damages pursuant to Section 10.3, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding will likely materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected by without its consent (which may not be unreasonably withheld). 55 (d) Buyer will not enter into a settlement agreement, file an amended return, or seek a refund, with respect to Taxes relating to the indemnified partyoperations of the Company in a manner that would adversely affect the obligations of Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇ indemnify Buyer for such Taxes under this Agreement, except with the prior written consent of Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇, ▇▇ich consent shall not be unreasonably withheld. (e) Notwithstanding the provisions of Section 11.5, Sellers, Ray, ▇▇▇ ▇▇▇, Mich▇▇▇, ▇▇d Bruc▇ ▇▇▇eby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on them with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 8.2 or 12.2 8.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a8.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), ) to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 8 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any good faith compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by, or obligated to provide indemnification with respect to (unless the basis therefor is established by a separate Proceeding) any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The parties hereto hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought by any other party other than a Investor Indemnified Person or a Shareholder Indemnified Person against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on each party hereto with respect to such a claim anywhere in the world; provided, applicable Legal Requirements are complied with.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten twenty (20) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.4, or (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except and only to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes not related to the Acquired Companies, be entitled to participate in such proceeding Proceeding with respect to the Acquired Companies and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article X for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. STOCK PURCHASE AGREEMENT 48 49 (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(aSECTION 10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding) to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound in accordance with the terms of SECTION 10 by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice, and then only to the extent of such prejudice. (ba) If any proceeding Proceeding referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), or (iii) the indemnifying party fails to provide notice of its election to assume the defense of such Proceeding in accordance with the last sentence of this Section 10.8(b), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten (10) calendar days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (b) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (c) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 4.2 or 12.2 4.3 of written notice (the "Notice of Claim") of the commencement of any action, suit or proceeding against it, or written threat thereof, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectioneither of said sections, as applicable, give notice to the indemnifying party of the commencement of such action, suit or proceeding. The indemnified party shall furnish to the indemnifying party in reasonable detail such information as the indemnified party may have with respect to such indemnification claims (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or assenting the same). Subject to the limitations set forth in Section 4.4, no failure or delay by the indemnified party in the performance of the foregoing shall reduce or otherwise affect the obligation of the indemnifying party to indemnify and hold the indemnified party harmless except to the extent that such failure or delay shall have materially and adversely affected the indemnifying party's ability to defend against, settle or satisfy any action, suit or proceeding the claim for which the indemnified party is entitled to indemnification hereunder. (b) If the claim or demand set forth in the Notice of Claim given by the indemnified party is a claim or demand asserted by a third party, the indemnifying party has thirty (30) days after the Date of Notice of Claim to notify the indemnified party in writing of its election to defend such third party claim or demand on behalf of the indemnified party (the "Notice Period "); provided, however, that the indemnified party is authorized to file any motion, answer or other pleading which it deems necessary or appropriate to protect its interests during the Notice Period. If the indemnifying party elects to defend such third party claim or demand, the indemnified party shall make available to the indemnifying party and its agents and representatives all records and other materials which are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate (at the sole cost and expense of the indemnifying party) with, and assist (at the sole cost and expense of the indemnifying party) the indemnifying party in the defense of, such third party claim or demand, and so long as the indemnifying party is diligently defending such third party claim in good faith, the indemnified party shall not pay, settle or compromise such third party claim or demand. The indemnified party has the right to employ counsel separate from counsel employed by the indemnifying party in any such action and to participate therein, but the fees and expenses of such counsel will be at the indemnified party's own expense, unless (a) the employment thereof has been specifically authorized by the indemnifying party, (b) such indemnified party will have been advised by counsel reasonably satisfactory to the indemnifying party that there may be one or more legal defenses available to it that are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case the fees will be paid by the indemnifying party. If the indemnifying party assumed the defense of any claim or proceeding in accordance with this Section 4.6, the indemnifying party will be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding, with the prior written consent of such indemnified party, not to be unreasonably withheld; provided, however, that the indemnifying party is not authorized to encumber any of the assets of any indemnified party or to agree to any restriction that would apply to any indemnified party or to its conduct of business; and provided further, that a condition to any such settlement is a Exchange Agreenment Page 7 ------------------- ------ complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. If the indemnifying party does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the indemnified party shall have the right, in addition to any other right or remedy it may have hereunder at the indemnifying party's expense, to defend such third party claim or demand. The failure of the indemnified party to notify the indemnifying party as provided herein will not relieve the indemnifying party of any liability that it may have to any indemnified party, its obligations hereunder except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by the indemnifying party's such failure to give such noticenotify. (bc) If any proceeding referred The term "Date of Notice of Claim" shall mean the date the Notice of Claim is effective pursuant to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes 4.4 of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyAgreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 Sections 11.2 or 12.2 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice. Holding Company shall be deemed to have received notice under Section 11.2 of all Proceedings and matters referred to in Part 3.15 of the Disclosure Schedule. (b) If any proceeding Proceeding referred to in Section 12.4(a) Sections 11.2 or 11.3 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 11 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying partyparty (subject to the limitations on indemnification set forth herein); and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2, 10.4, or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent and (iv) the indemnified party will provide reasonable assistance in the defense of such Proceeding as reasonably requested by the indemnifying party (provided the reasonable expenses incurred by the indemnified party pursuant to its assistance shall be payable by the indemnifying party). If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten twenty (20) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume 52 the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten twenty days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.5.1 Promptly after receipt by an indemnified party under Section 12.1 9.2 or 12.2 Section 9.3 of notice of the commencement existence of any proceeding against it, such a third party claim for which the indemnified party will, if will desire to make a claim is to be made for indemnification against an indemnifying party under such Section, the indemnified party shall give notice to the indemnifying party of the commencement existence of such claim so that the indemnifying party may undertake defense and settlement of the claim, but the failure . Failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying 9.5.2 Each party will be entitled to participate (at its own expense and with its own counsel) in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense and settlement of such proceeding with counsel satisfactory to the indemnified any third party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred claim being defended by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationanother party. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no No compromise or settlement or such claims of a claim being defended by an indemnifying party may be effected by the indemnifying party without the indemnified party's consent unless reasonable consent. Provided, however, that if an indemnifying party has the sole relief provided is opportunity to settle or compromise a third party claim for a fixed monetary damages that are paid in full by the indemnifying party; and (iii) amount but the indemnified party will have no liability with respect is unwilling to any compromise or settlement of such claims effected without its consent. If notice is given permit the matter to an indemnifying be settled, then the indemnified party may take over defense of the commencement of any proceeding and the indemnifying third party does not, within ten days after claim (at the indemnified party's expense), and the indemnifying party's liability shall be limited to the fixed monetary amount for which the claim then could be settled or compromised. An indemnifying party shall have the right to defend any third party claim, which right shall be elected promptly after notice is given, give notice to from the indemnified party of its election the existence of the third party claim. Should the indemnifying party fail to assume the defense of such proceedinga third party claim, the indemnifying party will be bound by any determination made in such proceeding a Proceeding involving the claim or any compromise or settlement effected by the indemnified party prior to the indemnifying party's actual assumption of the defense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 9.2, 9.3 or 12.2 9.4 of written notice of a claim or the commencement of any proceeding against it, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claimthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced by the indemnifying party's failure to give thereby. In case any such notice. (b) If any proceeding referred to in Section 12.4(a) is shall be brought against an indemnified party and it gives shall give notice to the indemnifying party of the commencement of such proceedingthereof, the indemnifying party will shall be entitled to participate in such proceeding therein and, to the extent that it wishes shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), ) to assume the defense of such proceeding thereof with counsel which is reasonably satisfactory to the such indemnified party and, after notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such proceedingthereof, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the such indemnified party under this Section 12 for any fees of other such counsel or any other expenses with respect to the defense of such proceeding, in each case case, subsequently incurred by the such indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationthereof. If the an indemnifying party assumes the defense of a such proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iia) no compromise or settlement or such claims thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consentconsent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party it does not, within ten fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingthereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party will shall be bound by any determination made in such proceeding action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party shall not be bound by any determination of a proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.3 or 12.2 11.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimthereof, but the failure so to notify the indemnifying party will shall not relieve the indemnifying party it of any liability that it may have to any indemnified party, party except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give thereby. In case any such notice. (b) If any proceeding referred to in Section 12.4(a) is Proceeding shall be brought against an indemnified party and it gives shall give notice to the indemnifying party of the commencement of such proceedingthereof, the indemnifying party will shall, unless the claim involves Taxes, be entitled to participate in such proceeding therein and, to the extent that it wishes shall wish (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation representations would be inappropriateinappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect thereto), to assume the defense of such proceeding thereof with counsel satisfactory to the such indemnified party and, after notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such proceedingthereof, the indemnifying party will not, as long as it diligently conducts such defense, shall not be liable to the such indemnified party under this such Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the such indemnified party in connection with the defense of such proceedingthereof, other than reasonable costs of investigation. If the an indemnifying party assumes the defense of such a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iia) no compromise or settlement or such claims thereof may be effected by the indemnifying indemnified party without the indemnified party's ’s consent unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iiib) the indemnified indemnifying party will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party it does not, within ten fifteen (15) days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingthereof, the indemnifying party will shall be bound by any determination made in such proceeding action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 9.2 or 12.2 9.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party (or in the case of a claim pursuant to Section 9.2, to the Shareholders’ Representative) of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a9.9(a) is brought against a Cirronet Shareholder, as an indemnified party hereunder, and it such Cirronet Shareholder gives notice to the indemnifying party Parent of the commencement of such proceedingProceeding, the indemnifying party Parent will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party and will not, as long as it diligently conducts conduct such defense, be liable to . Notwithstanding the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingforegoing, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party Parent without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Laws by the indemnified party or any violation of the rights of any Person by the indemnified party and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Parent and (iiiii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. . (c) If any Proceeding referred to in Section 9.9(a) is brought against an Indemnified Person, as an indemnified party hereunder, and such Indemnified Person gives notice is given to an indemnifying party the Shareholders’ Representative of the commencement of any proceeding and such Proceeding, the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to Parent will assume the defense of such proceedingProceeding with counsel satisfactory to the Shareholders’ Representative and will diligently conduct such defense. Parent will keep Shareholders’ Representative informed with respect to such Proceeding and will consult with Shareholders’ Representative as to key decisions, and will not settle such Proceeding without the indemnifying consent of Shareholders’ Representative, which consent will not be unreasonably withheld. Notwithstanding the foregoing, (i) no compromise or settlement of such claims may be effected by the Parent without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Laws by the indemnified party or any violation of the rights of any Person by the indemnified party and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the Parent (and reimbursed to Parent pursuant to the set-off right of Section 9.8 hereof) and (ii) the indemnified party will be bound by any determination made in such proceeding or have no liability with respect to any compromise or settlement of such claims effected by the indemnified partywithout its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding (with counsel of national standing and reasonably satisfactory to the indemnified party) and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the (c) Notwithstanding the foregoing, if an indemnified party determines in connection with the defense of such proceeding, good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than reasonable costs as a result of investigation. If monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified party may, by notice to the indemnifying party assumes party, assume the defense exclusive right to defend, compromise, or settle such Proceeding. (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a proceeding, (i) it will be conclusively established Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise such Proceeding or settlement of the matters alleged therein, and agree that process may be served on Sellers with respect to such claims effected without its consent. If notice is given to an indemnifying party of a claim anywhere in the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 12.1 9.1 or 12.2 9.2 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (bii) If any proceeding referred to in Section 12.4(a9.5(i) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (ia) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (iib) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iiic) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (iii) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 11.2, 11.4, 11.5, 11.6 or 12.2 (to the extent provided in the last sentence of Section 11.3) Section 11.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except and only to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a11.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article XI for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 6.9(a) or 12.2 6.9(b) of notice of the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party to this Agreement), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. If the indemnified party fails to notify the indemnifying party within 30 days of receipt of notice of the third party claim, then the indemnity with respect to the subject matter of such claim shall continue, but shall be limited to the damages that would have nonetheless resulted absent the indemnified party’s failure to notify the indemnifying party will not relieve in the time required above after taking into account such actions as could have been taken by the indemnifying party of any liability that had it may have to any received timely notice from the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of . If such action notice is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingtimely given, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate)wishes, to may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingproceeding with counsel satisfactory to the indemnified party, the indemnifying party will not, as long as it diligently conducts such defense, not be liable to the indemnified party under this Section 12 6.9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently proceeding incurred by the indemnified party in connection with the defense of after such proceeding, other than reasonable costs of investigationnotice. If the indemnifying party assumes the defense of a the proceeding, (i1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (ii2) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent ’s Consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten 30 days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party, provided, however, that the indemnifying party is otherwise obligated to indemnify the indemnified party pursuant to this Section 6.9.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under this Section 12.1 or 12.2 10 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided (A) there is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.no

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 Indemnified Person of notice of the commencement of any proceeding action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, public or private) commenced, brought, conducted or heard by or before or otherwise involving any governmental body or arbitrator (a "Proceeding") against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party Purchasers under such Sectionthis SECTION 9, give notice to the indemnifying party parties of the commencement of such claimProceeding, but the failure of the Indemnified Person to notify the indemnifying party parties will not relieve the indemnifying party parties of any liability that it indemnifying parties may have to any indemnified partyIndemnified Persons, except to the extent that the indemnifying party demonstrates that the defense of such action is parties are materially prejudiced by the indemnifying party's failure to give such notice. (b) thereby. If any proceeding referred to in Section 12.4(a) Proceeding is brought against an indemnified party Indemnified Person and it the Indemnified Person gives notice to the indemnifying party parties of the commencement of such proceedingProceeding, the indemnifying party parties will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes they wish (unless the indemnifying party is parties are also a party parties to such proceeding Proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, or the indemnifying parties fail to provide reasonable assurance to the Indemnified Persons of their financial capacity to defend such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party Indemnified Persons and, after notice from the indemnifying party parties to the indemnified party Indemnified Persons of its their election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes parties assume the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; and (ii) no compromise or settlement or of such claims may be effected by the indemnifying party parties without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its Indemnified Persons' consent. If notice is given to an the indemnifying party parties of the commencement of any proceeding Proceeding and the indemnifying party does parties do not, within ten twenty (20) days after the indemnified party's Indemnified Persons' notice is given, give notice to the indemnified party Indemnified Persons of its their election to assume the defense of such proceedingProceeding, the indemnifying party parties will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified Indemnified Persons. With respect to any Proceeding both the Indemnified Persons and the indemnifying parties, as the case may be, shall keep the other parties fully informed of the Proceeding at all stages thereof and to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Proceeding brought by any third party. With respect to any Proceeding, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential business records and the attorney-client and work-product privileges.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 12.1 5.2, 5.3 or 12.2 5.4 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 12.4(a5.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable out-of-pocket costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (iiiC) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent other than the giving of a general release with respect to specific claims covered in such settled claim. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten fifteen (15) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Stockholders hereby irrevocably consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought by any Stockholder against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein or for purposes of making any other claim against any Stockholder under this Agreement, and agree that process may be served on Stockholders with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.9.1 Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) 10.9.2 If any proceeding Proceeding referred to in Section 12.4(a) 10.5 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves Taxes, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateinappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such proceeding Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceedingProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. 10.9.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Indemnified Person under Section 12.1 or 12.2 SECTION 10.2 OR 10.3 of notice of the commencement of any proceeding Proceeding against itit by a third party, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice. (b) If Subject to SECTION 10.6 (c), if any proceeding Proceeding referred to in Section 12.4(aSECTION 10.6(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will will, unless the claim involves a Proceeding for Taxes commenced by a Governmental Body, be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate), and if it notifies the Indemnified Person of such election within 10 days of notice from the Indemnified Person, to assume the defense of such proceeding with counsel satisfactory to the indemnified party Proceeding and, after such notice from the indemnifying indemni- fying party to the indemnified party Indemnified Person of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 12 SECTION 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such proceedingProceeding, other than reasonable costs of investigation. If The indemnifying party may not settle any such matter without the consent of the Indemnified Person, which consent shall not be unreasonably withheld. (i) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to full indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party assumes the defense of a proceeding, (i) it will not be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or bound by any settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. , which consent shall not be unreasonably withheld. (ii) If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after parties do not timely give the indemnified party's notice is given, give notice to the indemnified party of its election to described in SECTION 10.6(b) or do not assume the defense of such Proceeding, the Indemnified Persons shall have the right to defend, contest, settle or compromise such claim, action, suit or Proceeding in the exercise of their reasonable discretion, and the indemnifying parties shall, upon request from the Indemnified Persons, promptly pay to such Indemnified Persons in accordance with the other terms of this ARTICLE 10 the amount of any liabilities for which indemnification is required hereunder. If the indemnifying party gives the foregoing notice and so assumes the defense of any such claim, action, suit or proceeding, the Indemnified Person shall have the right to employ separate counsel and to participate in (but, subject to SECTION 10.6(c)(i), not control) the defense, compromise, or settlement thereof, but the reasonable fees and expenses of such counsel shall be the expense of such Indemnified Person unless (i) any relief other than the payment of money damages is sought against any Indemnified Person or (ii) such Indemnified Person shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party. The indemnifying party shall not, without the written consent of such Indemnified Person, settle or compromise or consent to entry of any judgment with respect to any such claim, action, suit or proceeding if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnified Person or to require any payment by any Indemnified Person or if such settlement, compromise or consent does not include as an unconditional term thereof the giving by the claimant, plaintiff or petitioner to such Indemnified Person of a release from all liability with respect to such claim, action, suit or proceeding. (iii) If any party becomes obligated to indemnify another party with respect to any claim pursuant to this ARTICLE 10, and the amount of liability with respect thereto shall have been finally determined, the indemnifying party will be bound by any determination made shall pay such amount to the Indemnified Person in such proceeding or any compromise or settlement effected immediately available funds within 15 days following written demand by the indemnified partyIndemnified Person.